As Filed with the Securities and Exchange Commission on January 14, 2019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

DYADIC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
45-0486747
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
(Address of principal executive offices) (Zip Code)

(561) 743-8333
(Registrant’s telephone number, including area code)

Copies to:

Mark A. Emalfarb, CEO
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477

Kimberly C. Petillo-Décossard
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
(212) 701-3265

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company . See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “ emerging growth company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer ¨
Smaller Reporting Company x
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




TABLE OF CONTENTS
 
 
Page
 
PART I
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
EXPLANATORY NOTE
You should rely only on the information contained in this General Form for Registration of Securities on Form 10 (the “Registration Statement”) or to which we have referred you. We have not authorized anyone to provide you with information that is different.
On the date of effectiveness of this Registration Statement we will become subject to the requirements of Regulation 13(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. Our periodic and current report will be available on the website, www.dyadic.com, free of charge, as soon as reasonably practicable after such materials are filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”).
As used in this Registration Statement, unless the context otherwise requires the terms “we,” “us,” “our,” “Dyadic” and the “Company” refer to Dyadic International, Inc., a Delaware corporation, and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information (other than historical facts) set forth in this Registration Statement contains forward-looking statements within the meaning of the Federal Securities Laws, which involve a number of risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Forward-looking statements generally can be identified by use of the words “expect,” “should,” “intend,” “anticipate,” “will,” “project,” “may,” “might,” potential” or “continue” and other similar terms or variations of them or similar terminology. Such forward-looking statements are included under Item 1. “Business” and Item 2. “Financial Information - Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Dyadic cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Dyadic’s control. These factors include, but are not limited to, our ability to implement our strategic initiatives, our ability to execute and achieve our research and development objectives, our ability to obtain new license agreements, our dependence on our licensees for research and development funding, milestones and royalties for the products and/or processes that utilize licensed rights, our ability to maintain uninterrupted access

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to research facilities under contract and at a competitive cost structure, our ability to hire and maintain, as well as our reliance on qualified employees and professionals, economic, political and market conditions and price fluctuations, government and industry regulation, U.S. and global competition, upgrade financial staffing, implement and monitor internal controls, and comply with financial reporting requirements, and other factors. We caution you that the foregoing list of important factors is not exclusive. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our common stock, investors should be aware that the occurrence of the events described under the caption “Risk Factors” and elsewhere in this Registration Statement could have a material adverse effect on our business, results of operations and financial condition.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this Registration Statement to conform these statements to actual results or to changes in our expectations.
PART I
Item 1. Business
Overview
Dyadic International, Inc. (“Dyadic”, “we”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with operations in the United States, a satellite office in the Netherlands and research organizations performing services under contract to Dyadic in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical) applications. This technology is based on the Myceliophthora thermophila fungus, which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins.
On December 31, 2015, the Company sold its industrial technology business to DuPont Danisco (“DuPont”), the industrial biosciences business of DuPont (NYSE: DD) for $75.0 million (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and certain exceptions). DuPont retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents either owned by DuPont or licensed in by DuPont.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and manufacturing of human and animal vaccines (such as virus-like particles (VLPs) and antigens), monoclonal antibodies (mAbs), Bi-Specific antibodies, Fab antibody fragments, Fc-Fusion proteins, biosimilars and/or biobetters, as well as other therapeutic enzymes and proteins. Additionally, in early 2018, we began to conduct certain funded research activities to further understand if, or how the C1 technology can be applied for use in developing and manufacturing metabolites.

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Our Technology
The Company believes that the C1 cell line is unique in its growth and production capabilities compared to traditional filamentous fungal cells, and the C1 gene expression platform has the potential to be used in the discovery, development and manufacturing of biologic medicines and vaccines, given its anticipated competitive advantages compared to other leading pharmaceutical expression systems, such as CHO (“Chinese Hamster Ovary”) cells. Specifically, the C1 cell line has:
A unique morphology which translates into better growth conditions and very high secreted protein yield and has been used in industrial production for 20 years at up to 500,000-liter scale.
Several significant potential operational advantages include:
High productivity and low cost synthetic media for the upstream fermentation steps
Potential for greater protein yield for certain downstream processing steps due to the higher purity of secreted proteins
No virus-like particles or virus carryover from production cells which eliminates two purification steps typical for CHO production; low pH viral inactivation and virus nano filtration 
Wide pH and temperature operating conditions which has the potential to translate into more reliable and robust production processes.
Shorter production cycle times than CHO which translates into the following savings:
Reduction of nearly 10-14 days vs CHO for the process of seed flask to fermenter
Ferm entation cycle time of 5-7 days which is 1/2 to 1/3rd the typical fermentation production time of CHO
C1’s characteristics lead the Company to believe that the C1 technology has the potential to become an alternative gene expression platform to CHO, E.coli, yeast, insect cells, and other organisms currently in use for developing and manufacturing protein-based biologics because of C1’s potential speed of development and low production costs.
Our Industry and Market
Our research collaborations and ongoing discussions with leading pharmaceutical and biotech companies continue to support the Company’s belief that the biopharmaceutical market is an attractive opportunity to apply the C1 technology. The Company is focused on penetrating the biologics market in the following segments:
Recombinant vaccines market
New innovative biologic therapeutics
Biosimilars / Biobetters non-Glycosylated protein market
Biosimilars / Biobetters Glycosylated protein market
The use of biologic medicines, such as antibodies, is growing significantly. However, biologic medicines are very expensive for both patients and health care systems, and the Company believes that such high cost is in part the result of the following bottlenecks in the development and manufacture of biologic medicines:
Low yielding gene expression systems currently used by the biopharmaceutical industry
Expensive media in the case of CHO cell lines
Long production time in the case of CHO cell lines
Previous underfunded development efforts for a more efficient next generation gene expression system
The biopharmaceutical industry’s reluctance to utilize certain advances to develop next generation gene expression systems for bio-manufacturing, such as application of cutting-edge metabolic and glyco-engineering tools to generate more productive microorganisms
The Company believes that the biopharmaceutical industry needs a next generation expression platform that is safe, reliable, productive and cost effective to produce more affordable biologic medicines in larger volumes using smaller fermentation vessels. The Company also believes that by further engineering our C1 technology it will have the potential to be an alternative to CHO and other expression systems for certain biologic vaccines and drugs.

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Our Business Development Efforts
The Company continues to attempt to raise the commercial, scientific and technical profile of its C1 technology through the following targeted business development efforts:
Regularly attending and making presentations at various biopharmaceutical and industry conferences;
Business development meetings with pharmaceutical companies and industry thought leaders around the world;
Scientific meetings with interested parties within academia, industry and governmental agencies in Europe, North America, Asia, Israel and elsewhere;
Updated Company’s website, media interviews and renewed marketing presentation materials.
In order to develop C1 into a leading next generation protein expression and production platform for use in speeding up the development and lowering the cost of manufacturing bio-pharmaceuticals, the Company strategically determined to utilize a portion of the proceeds from the DuPont Transaction in combination with additional funding sought from industry and government programs to generate sufficient research data to demonstrate C1’s potential operational benefits and reduced capital requirements in developing and manufacturing biologic vaccines and drugs. Since the closing of the DuPont Transaction in December 2015, the Company has achieved the following in its business development initiatives:
Retained two new board members who previously worked at Merck and Pfizer and have strong scientific background and extensive business experience in the biopharmaceutical industry;
Entered into four funded feasibility and expression projects with top tier pharmaceutical companies, including Sa nofi-Aventis Deutschland GmbH and Mitsubishi Tanabe Pharma;
Two funded proof of concept research collaborations with two different biotechnology companies to test the feasibility of producing an important active moiety and seven different molecular biology enzymes respectively;
Signed a research and development collaboration with The Israel Institute for Biological Research (“IIBR”) and having ongoing discussions with other governmental agencies;
Entered into a funded research and development collaboration to evaluate the potential to produce an animal health protein;
Hired several experienced consultants with relationships within the biopharmaceutical industry and governmental agencies to expand the C1 network and reach out to potential research and business partners.

Potential Opportunity to Use C1 in Drug Discovery and Early Development Process
While our focus has been and remains on developing stable C1 cell lines for use in speeding up the development and manufacturing of biologics at lower cost, we have identified a new area where C1 may add value based on our discussions with various pharmaceutical and biotech companies. This new area is the biologics drug discovery and early development process, which requires sufficient levels of protein to be expressed as quickly as possible in order to identify new drug candidates within a limited time. Currently, HEK 293 cells (human embryonic kidney cells) are commonly used for this application.
Since C1 cells have the capability to express and produce comparable and even larger quantities of protein than HEK 293 cells, we believe that C1 has the potential to help overcome certain protein expression challenges in the biologics drug discovery and development stages. To capitalize on this opportunity, we will need to spend additional resources to modify our C1 technology for this application. We are in discussions with interested third parties, including our existing collaborators, to determine our next steps and potential funding.
The Company believes that the unique attributes of C1, together with our platform research and development programs, has the potential to create attractive research, licensing, partnering/collaboration and other revenue and funding opportunities in the animal and human biopharmaceutical industries. The funded research projects mentioned above and others that we are actively seeking may help defray some of our research expenses, as we continue to develop and demonstrate the potential of our C1 technology. The Company will continue seeking research collaboration opportunities and partners to potentially commercialize C1-based products.
Our Research Partners and Contract Research Organizations (CROs)
After the closing of DuPont Transaction, we initially conducted our research and development work on C1 at DuPont’s research center in Wageningen, The Netherlands, Dyadic’s former C1 research and development center that was acquired by DuPont in the DuPont Transaction on December 31, 2015 (“DuPont Research Center”). On September 30, 2017, the Company

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concluded the research services provided by DuPont, and successfully transitioned the C1 platform research programs to the following two contract research organizations:
(1) Research and Development Agreement with Our Prime CRO, VTT Technical Research Centre of Finland, Ltd
In September 2016, the Company entered into a multi-year research and development agreement with VTT Technical Research Centre of Finland, Ltd, a third-party Contract Research Organization, (the “Prime CRO”) to begin to further modify and improve the Company’s C1 technology to be a safe and efficient expression system for use in speeding up development and lowering the cost of manufacturing pharmaceutical products and processes. Our Prime CRO is one of the leading research and technology organizations in Europe, and it has conducted research and development on fungi and other microorganisms for more than three decades. We believe that our Prime CRO has the required skills and experience in fungal strain development to help us further develop our C1 technology and achieve our goal and objectives.
(2) Collaboration Agreement with BDI
On June 30, 2017, the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The Vaccines Company, S.L.U. (“VLPbio”), both of which companies are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology company (“BDI Holdings” and together with BDI Pharma and VLPbio, “BDI”).
The R&D Agreements provide a framework under which the parties will engage in a research and development collaboration encompassing several different projects over approximately a two-year period, with a focus on advancing Dyadic’s proprietary C1 technology in the development of next generation biological vaccines and drugs. Dyadic expects to leverage the BDI team’s previous C1 gene expression and industrial fermentation scale-up and commercialization experience with yeast and filamentous fungi processes to further advance Dyadic’s proprietary C1 technology with the potential to commercialize certain biopharmaceutical product(s). All the data and any products developed from the funded research projects will be owned by Dyadic. We anticipate that BDI will conduct gene expression work and cGMP media development coupled with fermentation optimization work, with a goal of improving the C1 technology’s production process for manufacturing vaccines, antibodies, enzymes and other therapeutic proteins. Additionally, BDI is conducting research and development on our behalf to express and produce a variety of C1-based biologic products to demonstrate C1’s capabilities and to identify potential animal and human pharmaceutical products which may be out licensed to third parties for commercialization. Those proteins include mAbs, Fc-Fusion, Bi-specific antibodies, Fabs, VLP and others that may be used for human and animal health applications.
Upon closing of the BDI transaction, the Company paid EUR €1 million in cash to engage BDI to develop designated C1 based product candidates and further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI Holdings and a 3.3% equity interest in VLPbio. BDI is obligated to spend a minimum amount of EUR €936,000 over two years in the conduct of the research and development project under the RSA, and approximately 60% of the amount has been spent as of September 2018. If the research and development activities produce a product that is selected for additional development and commercialization, then Dyadic expects to share with BDI a range of between 50% and 75% of the net income from such selected product, depending upon the amount of BDI’s aggregate spend in the development of the selected product, with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and EUR €8 million for a 75% share. If BDI does not enter into an agreement with Dyadic for such additional development and commercialization of the selected product, then Dyadic will pay to BDI the first EUR €1.5 million of the net income from Dyadic’s commercialization, if any, of the selected product. We anticipate that we will need to provide additional funding together with other third parties to continue the further development and commercialization of the selected product. In addition, under the SFA, Dyadic agreed to purchase from BDI at least USD $1 million in contract research services specified by Dyadic over two years since the closing of the BDI transaction. Other shareholders of BDI include the founders of BDI and Inveready, an independent Spanish venture capital firm specializing in biotechnology.

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Our Research and Development (“R&D”) Programs
The Company’s current research and development activities are focused on the following biopharmaceutical programs:
(1) Internal Research Programs
C1 Production Host Improvement Programs
The Company has contracted our Prime CRO to further improve the C1 technology to become an even more robust, versatile and efficient therapeutic protein production platform which may be used to help bring biologic vaccines and drugs to market faster, in greater volumes, at lower cost, and with new properties to drug developers and manufacturers. This includes: (i) improving the genome sequence-accuracy for the application of system biology tools, (ii) improving the C1 genetic tools, (iii) further reducing the background protease(s) levels by identifying and deleting certain protease genes and/or modifying C1 fermentation processes, (iv) developing C1 strains where one or more specific integration sites are being used to increase productivity and to what we expect will help with future regulatory approvals, and (v) modify the glycosylation pathway of C1 cells in order for C1 to express certain mAbs and other proteins with mammalian like glycosylation structures.
We have made improvements to our C1 technology platform through our collaborations with the Prime CRO, and the data generated up to date confirms our belief that C1 has the potential to be used to speed up the development and lower the production costs of certain biologics.
Data demonstrating C1’s capability to express a variety of types of vaccines and therapeutic proteins including monoclonal antibodies (mAbs), Fab antibody fragments, Fc-Fusion proteins, and difficult-to-express genes such as virus-like particles (VLPs), Bi-Specific antibodies, and antigens, at a higher productivity level than other gene expression platforms.
Data demonstrating that the binding kinetics of mAbs produced from C1 are virtually indistinguishable from the binding kinetics of reference mAbs which were produced in CHO cells.
Generated C1 strains that have lower background protease activity, while remaining healthy and viable.
Created a C1 protease expression library to quickly identify and eliminate protease genes to improve protein stability and productivity.
Developed and used a variety of novel genetic elements, molecular tools that can be used in biologics drug development and manufacturing.
Improved C1 fed batch fermentation process with low cost defined media, as compared to the expensive, complex growth media being used with CHO. Continue optimizing both the media and the fermentation process to further increase mAb and other protein yields and productivity.
Glycosylated Therapeutic Programs
The Company’s longer-term objective, which will require substantially more time and additional capital is to apply the C1 technology for the large therapeutic glycoprotein market. We believe that the rapid advances being made in genomics and synthetic biology, make the C1 fungal cell line a promising candidate to further engineer glycosylation pathways: (i) to produce therapeutic proteins having human like glycoforms structures such as G0, G1, G2, G0F, G1F and G2F and (ii) to create potentially improved immunogenicity in the case of vaccines.
The initial steps to develop C1 strains that produce mAbs with mammalian-like glycosylation are progressing well at the Prime CRO, and we are actively working on additional steps. The remaining work according to the research plan is anticipated to last through year end 2020 with a goal of reaching G1F and G2F glycan structures. Based on research results we had to date, the Company believes that our C1 technology has the potential to become a useful platform for the development and production of therapeutic glycoproteins with human-like or potentially even superior glycan structures. We believe that, if successful, the glycoengineering of C1 cells may help to position the C1 technology to be an important production platform for developing and manufacturing glycosylated antibodies and other glycoproteins.
Although we have made good progress working with our Prime CRO since September 2016, there remains additional work and data needed to develop our C1 technology into a potentially safe and efficient expression system for use in speeding up the development and lowering the cost of animal and human biologic vaccines and drugs.

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(2) Biologic Vaccines Programs - ZAPI
We continue our participation in the ZAPI vaccination program. ZAPI (www.zapi-imi.eu) is a research and development project funded as part of IMI EU program (Zoonoses Anticipation and Preparedness Initiative (ZAPI project; IMI Grant Agreement n°115760)), with the assistance and partial financial support of IMI and the European Commission, and in-kind contributions from EFPIA partners. This project aims to develop a suitable platform for the rapid development and production of vaccines and protocols to fast-track registration of product developed to combat epidemic Zoonotic diseases that have the potential to affect human and animal populations. If the C1 antigens are used within the ZAPI project, there will be additional performance and safety data which we would expect to help us in our efforts to apply the C1 expression system for use in developing and manufacturing vaccines across the broader animal and human health industries.
The Company’s C1 expressed antigens were tested in a very small mice study within the ZAPI project and the data indicated that the C1 technology produced antigen generated an immune response in mice that protected the mice and showed no negative effects on the health of the mice. We anticipate that more immunogenicity and safety testing will be conducted within the ZAPI project in the months and years ahead.
Our current efforts are focused on demonstrating C1’s ability to express antigens at target levels set by the ZAPI consortium. For now, we have been asked to focus on expressing a specific antigen against the Schmallenberg virus (SBV), and the data obtained so far has indicated promising expression levels of this antigen which we anticipate will be transferred to other groups within ZAPI who may carry out additional animal trials, and if successful, C1 may eventually be validated as the preferred production host for the production of ZAPI’s antigens.
(3) Israel Institute for Biological Research (IIBR)
In the first quarter of 2018, we entered into a research and development collaboration with the Israel Institute for Biological Research (“IIBR”) to further advance our C1 expression platform for the development and manufacture of recombinant vaccines and neutralizing agents comprising targeted antigens and monoclonal antibodies (biologics) , to combat emerging diseases and threats.
This project provides us with an opportunity to work with a renowned organization, aiming to integrate our C1 gene expression platform into an end to end product development and manufacturing capability to produce biologics, and if possible, to get some of these biologics through the regulatory approval process. All of the collaboration work is to be performed at IIBR’s laboratories using their in-house resources.
(4) Monoclonal antibodies (mAbs), Fc-Fusion, and Fab
The Company has a number of internally and externally funded research programs to express different types of therapeutic proteins including monoclonal antibodies (mAbs), Bi-Specific antibodies, Fab antibody fragments, and Fc-Fusion proteins using our C1 technology. So far, we have been able to demonstrate C1’s ability to express an IgG mAb at 9 grams per liter (g/l) in 90 hours which equates to 2.4 grams per liter per day (g/l/d), a Fab antibody fragment at 2.6 g/l/d, a Fc-Fusion protein at 1.35 g/l/d as well as other proteins at various expression levels. The Company believes that such results are promising and show greater productivity potential of C1 compared to the average expression yields of CHO cells which is the predominant production system used to manufacture glycosylated mAbs-derived biopharmaceutical drugs.
In December 2016 and May 2017, the Company entered into two funded feasibility and expression research projects with two of the world’s largest pharmaceutical companies, respectively. The first project was successfully completed in the last quarter of 2017, and the second one was successfully completed in the second quarter of 2018. We believe that the data generated to date from these collaborations, and otherwise, continues to demonstrate the potential of the C1 technology to produce high levels of glycosylated mAbs and other therapeutic proteins faster, with higher productivity and at a much lower cost than that can be achieved using CHO cells. However, in order to potentially commercialize or capitalize on C1’s potential in producing glycoproteins, we will need to complete the glycoengineering of C1 to be able to demonstrate a variety of biological and analytical data related to performance, stability and safety.
(5) Mitsubishi Tanabe Program
In the first quarter of 2018, we entered into a collaboration with Mitsubishi Tanabe Pharma Corp. to express two of its therapeutic compounds using our C1 production platform. This research and development program is aiming to help Mitsubishi Tanabe overcome specific gene expression challenges and to further demonstrate the potential of C1 to become a platform for manufacturing protein-based biologics because of its speed of development and low production costs. If this challenging gene

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expression program is successful, we expect this project to generate additional data and to increase the diversity of the types of proteins that our C1 platform can potentially produce at higher yields and with lower cost.
(6) Sanofi-Aventis Program
In September 2018, we entered into a funded proof of concept research collaboration with Sanofi-Aventis Deutschland GmbH, a company of the Sanofi group, one of the World’s top tier biopharmaceutical companies. This research collaboration is to use our C1 platform to express multiple types of therapeutic compounds, aiming to overcome specific gene expression challenges and to further demonstrate the potential of C1 to become a platform of choice for manufacturing protein-based vaccine and biologic drugs.
(7) Potential Commercialization Program at BDI
Under our collaboration program with BDI, we have begun to evaluate a Virus Like Particle (VLP) and a basket of therapeutic proteins that are commonly used to produce animal and human biopharmaceutical vaccines and drugs, either glycosylated or non-glycosylated proteins (including mAbs, Fabs, and bi-specific mAbs, etc.) to determine which, if any, of these proteins might be potential candidates for future commercialization.
We were able to demonstrate that C1 is capable of expressing certain types of antibodies at various yield levels as well as the ability to express other therapeutic proteins, which are difficult-to-express by other cell lines. In particular:
A Secreted Virus Like Particle (VLP) monomers was expressed by C1 and appears to have been properly assembled to form a 60-mers protein structure. Transmission Electronic Microscopy (TEM) analysis confirmed the correct structure of the VLP.
Our first and initial attempt to express Blinatumomab, a bi-specific drug, was successful as the initial unoptimized expression level was 0.6 g/l (0.12 g/l/d). Blinatumomab is a new type of treatment for leukemia, developed by Amgen, with a rapidly growing market. The initial expression level of Blinatumomab is a start in generating data that we believe will help us to demonstrate the potential of C1 to be used as a production host for expressing more complex and difficult to express drugs such as bi-specific antibodies.
We have reached the expression level of the antibody fragment Certolizumab using C1 as high as 12.0 g/l in 112 hours (2.6 g/l/d). Certolizumab is a constituting part of Cimzia Pegol, which is a recombinant, humanized and pegylated Fab antibody fragment. We are continuing the development work on increasing the productivity of Certolizumab to a higher level. In addition, we expect to conduct a variety of comparability and quality analytics with the C1 expressed Certolizumab together with our partnership with BDI and other third parties.
(8) Other Market Opportunities
In January 2018, the Company entered into a funded proof of concept research collaboration with an integrated, global biotech company to use metabolic modeling, synthetic biology and genome engineering techniques to demonstrate the benefits of using C1 as a primary metabolite-producing host organism. We believe that the knowledge and data generated in this program is expected to enhance our understanding of C1’s metabolic characteristics and help us in advancing our ongoing C1 biologic vaccine and drug research and development programs.
In June 2018, the Company entered into another funded proof of concept research collaboration to test the feasibility of using C1 technology to produce seven different molecular biology enzymes as pharmaceutical products which are used as reagents to catalyze a chemical reaction to detect, measure, or be used as a process intermediate to produce a nucleic acid as a therapeutic or diagnostic agent.
Employees
As of January 14, 2019 , we had 6 employees located in the United States, and 2 key consultants located in Europe. None of our employees are represented by a labor union, and we consider our employee relations to be good.
Facilities
The Company’s corporate headquarters are located in Jupiter, Florida. The Company occupies approximately 4,900 square feet with a monthly rental rate and common area maintenance charges of approximately $9,400. The lease expires on June 30,

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2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies approximately 258 square feet with annual rentals and common area maintenance charges of approximately $4,700. The lease expires on January 31, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
Potential reverse stock split
On June 6, 2018 at the annual shareholder meeting, the Company’s shareholders approved a proposal to amend Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio up to 1-for-4 and effective upon a date, in each case, to be determined by the Company's board of directors. See “Risk Factors-Risks Related to the Potential Reverse Stock Split and Potential Listing on the NASDAQ or another National Stock Market.”
Corporate information
Founded in 1979 by Mark A. Emalfarb, our Chief Executive Officer, Dyadic has focused on the development of C1 expression platform since 1992, refining and optimizing the C1 technology to become an industry leading gene expression and protein production system.
Currently, Dyadic is a global biotechnology company with operations in the United States and The Netherlands. Dyadic was incorporated in Delaware in September 2002. Our principal corporate offices are located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477; telephone number (561) 743-8333; website www.dyadic.com.
Reports filed with the OTC Markets Group are available through the “Investors” section of the Dyadic website. Following the effective date of this registration statement, we also intend to make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after electronically filing such material with, or furnishing it to the Securities and Exchange Commission (SEC). Once filed with the SEC, such documents may be read and/or copied at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549, on official business days between the hours of 10 a.m. and 3 p.m. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that electronically file with the SEC at www.sec.gov.
We also make available through the “Investors - Corporate Governance” section of our website the charters of each of the committees of our Board of Directors, and codes of conducts and ethics for our directors, officers, and employees. Such materials are also available in print upon the written request of any stockholder to Dyadic International, 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477, Attention: Investor Relations.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the following material risks, together with the other matters described in this Registration Statement and in our financial statements and the related notes thereto in evaluating our current business and future performance. We cannot assure you that any of the events discussed in the risk factors below will not occur. If we are not able to successfully address any of the following risks or difficulties, we could experience significant changes in our business, operations and financial performance. In such circumstances, the trading price of our common stock could decline, and in some cases, such declines could be significant and you could lose part or all of your investment. In addition to the risks described below, other unforeseeable risks and uncertainties or factors that we currently believe are immaterial may also adversely affect our operating results, and there may be other risks that may arise in the future. Certain statements contained in this Registration Statement (including certain statements used in the discussion of our risk factors) constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” appearing on page 2 of this Registration Statement for important limitations and guidelines regarding reliance on forward-looking statements.

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Risks Related to Our Business and Industry
We may not succeed in implementing our new business strategy.
In connection with the December 31, 2015 sale of substantially all of the assets of our industrial technology business to DuPont’s Industrial Biosciences business for $75 million in cash (the “DuPont Transaction”), DuPont obtained certain rights to utilize the C1 technology for development and production of pharmaceutical products, for which it will make royalty payments to Dyadic upon commercialization. At the same time, Dyadic retained the co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, with Dyadic currently having exclusive ability to enter into sub-license agreements in that field (subject to the terms of the license and certain exceptions). We cannot predict whether DuPont intends to or will pursue the use of the C1 technology to develop or manufacture pharmaceutical products or whether or when we might receive royalties from DuPont. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents owned or licensed in by DuPont. Consequently, our business has changed dramatically as compared to the past as we no longer have any product revenue related to our enzyme business. We have begun to apply the C1 technology in the biopharmaceutical market, which is relatively new to us. This change in our business makes it difficult to evaluate our current business and to predict our future operating results or financial performance.
As we attempt to adapt the C1 technology for use in the biopharmaceutical market, our business is subject to the execution, integration, and research and development risks that early-stage companies customarily face with new technologies, products and markets. These risks relate to, among other things, our ability to successfully further develop the C1 technology, products and processes, assemble and maintain adequate production and research and development (“R&D”) capabilities, comply with regulatory requirements, construct effective channels of distribution and manage growth. We have encountered and will continue to encounter risks and difficulties frequently experienced by early stage companies in expanding and upgrading our intellectual property, regulatory, marketing, sales and R&D capabilities, improving our accounting and financial reporting and internal controls infrastructure, and adapting to the rapidly evolving industries in which we operate. Additionally, we are subject to competition from much larger companies with more resources than us. Also, the market for developing and manufacturing pharmaceutical proteins produced from a filamentous fungus, such as the C1 fungus, is a market that is not yet established and is subject to a high level of regulatory hurdles from the U.S. Food and Drug Administration (the “FDA”) and other governmental bodies and there is a risk that such technologies will not be adopted by the pharmaceutical industry or governmental agencies and therefore not succeed and/or not grow at the rates projected or at all.
We have not yet commercialized any products for the biopharmaceutical market, and we may never be able to do so. Other than certain members of our board of directors, we currently have neither qualified personnel with experience or expertise in research and development of biopharmaceutical products nor personnel with regulatory, manufacturing, marketing, sales and licensing experience in these areas.
We do not know when or if we and/or our current and/or future collaborators and licensees will complete any of our or their product development efforts, obtain regulatory approval for any product candidates incorporating our technologies or successfully commercialize any approved products. Even if we and/or our licensees and collaborators are successful in developing products that are approved for marketing, we and they will still require that these products gain regulatory approval and market acceptance. The biopharmaceutical industry is a high risk industry in that even if we are successful at expressing certain proteins, these proteins may fail to be advanced or approved for use or sale for many reasons including their characteristics, stability, glycosylation structures, containments, purity, performance, safety and regulatory reasons.
Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to predict the timing or amount of increased expenses or when, or if, we will be able to achieve certain technology, product and/or commercial milestones, access fees and royalties, launch products and/or processes, or achieve profitability. In addition, our expenses could increase if we are required by the FDA or other domestic and foreign regulatory authorities to perform studies or trials in addition to those currently expected, or if there are delays in completing additional safety studies such as toxicology and pathogenicity studies, clinical trials, preclinical studies, animal or human studies or the development of any of our or our collaborators’ product candidates.
As a result of the evolving nature of our business, our operating history in past periods will not provide a reliable basis to evaluate our current business or predict our future performance. Any assessments of our current business or predictions regarding our future success or viability are likely not as accurate as they could be if we had a longer operating history in our new line of business.

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We have a history of net losses, and we may not achieve or maintain profitability.
As of December 31, 2017 , we have an accumulated deficit of approximately $27.4 million. Prior to the DuPont Transaction, our revenues were derived from licensing, licensing milestones and a very small amount of royalties from the licensing of the C1 expression system to third parties mainly within the industrial biotechnology markets, the operation of our industrial enzyme business and the collection of R&D fees from third parties. Our profitability has strongly relied on, and will be even more reliant going forward on, third party industry and government research funding, licensing partnerships and other forms of collaborations. We believe that it is likely that if we do not sign license agreements or other forms of collaborations, we will incur losses because of our planned levels of R&D and additional general and administrative expenditures that we believe is necessary to operate our business and further develop the C1 technology for use in the pharmaceutical business. The amount of our future net losses will depend, in part, on the rate of increase in our expenses along with other potential cost of unforeseen circumstances, our ability to generate research funding, government grants, receipt of access fees, milestones, royalty and other payments, and whether we are able to generate revenues by entering into license agreements or other forms of collaborations, launch new products and/or processes from future licensees or collaborators, and our ability to raise additional capital. The net losses we anticipate incurring over the next several years will have an adverse effect on our stockholders’ equity and working capital.
The R&D efforts needed to enhance the C1 technology for use in developing and manufacturing biopharmaceuticals will require significant funding and increased staffing; therefore, we expect near-term operating and research expenses to continue, and maybe even accelerate, as we further develop our research and business plans, and our goals and objectives. Consequently, we will require significant additional revenue to achieve profitability. We cannot provide assurance that we will be able to generate any revenues from our focus and efforts as we intend to apply the C1 technology into the biopharmaceutical industry. If we fail to enter into new license agreements or other forms of collaborations, or generate revenues and profit from additional research projects and government grants, the market price of our common stock will likely decrease. Further regulatory complications, competition from other technologies, or delays in the adoption of the C1 technology by the biopharmaceutical industry may force us to reduce our staffing and research and development efforts, which may further affect our ability to generate cash flow.
We are dependent on collaborations with third parties and if we fail to maintain or successfully manage existing, or enter into new, strategic collaborations, we may not be able to develop and commercialize many of our technologies and products and achieve profitability. We have a small number of research collaborations, and the nonperformance or loss of any collaboration could have a material adverse effect on our business.
Our R&D revenue is generated from a relatively small number of research collaborations. These collaborations could be delayed or be discontinued, as they have in the past, at any time with little advance notice. We expect it to take a period of time before we will be successful, if at all, in obtaining additional research funding from industry and/or governmental sources. Therefore, for the time being, most of the research funding to further technology and product development will be incurred directly by the Company without any expense reimbursement from existing or new licensees and collaborators. If these research collaborations are lost or do not perform as expected, it could have a material adverse effect on our business, financial condition and operating results.
Our ability to enter into, maintain and manage collaborations in our target market is fundamental to the success of our business. We currently rely on, and expect to continue to rely on, our current and future partners, in part, for research and development, manufacturing and distribution, sales and marketing services, and application and regulatory know how. In addition, we intend to enter into additional collaborations to conduct research, develop, produce, market, license and sell our technologies and products and processes we anticipate developing. However, we may not be successful in entering into collaborative arrangements with third parties. Any failure to enter into such arrangements on favorable terms could delay or hinder our ability to develop and commercialize our technologies, products and processes and could increase our costs of research and development and commercialization.
We have limited or no control over the resources that any collaborator or licensee may devote to our programs.
Any of our current or future collaborators or licensees may, breach or terminate their agreements with us or otherwise fail to perform and conduct their required activities successfully and in a timely manner. Our collaborators or licensees may elect not to develop products arising out of our collaborative or license arrangements or may choose not to devote sufficient resources to the development, manufacture, market or sale of these products. If any of these events occur, we or our collaborators or licensees may not develop our technologies or commercialize our or their products.

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Reductions in collaborators’ R&D budgets may affect our businesses.
Fluctuations in the R&D budgets of government agencies, our customers, licensees, collaborators and research partners could have a significant impact on the interest in and demand for our technology. Private R&D budgets fluctuate due to changes in available resources, consolidation in the pharmaceutical and other industries, spending priorities and institutional budgetary policies. Governmental agencies, which we periodically receive research funding from, also experience fluctuations in their R&D budgets, which may negatively impact our ability to receive funding from such agencies. Our businesses could be seriously damaged by significant decreases in life sciences and/or pharmaceutical R&D expenditures by government agencies and existing and potential partners.
We heavily rely on contracts with third-party contract research organizations (“CROs”) to conduct our research and development, which may not be available to the Company on commercially reasonable terms or at all.
As a result of the DuPont Transaction, we no longer own a research and development laboratory and we became dependent upon the performance and research capacity of a number of third-party contract research organizations to conduct our research and development projects, which include services and programs in connection with the modification and enhancement of the Company’s C1 expression platform and to support our business development efforts for C1’s use in biopharmaceutical applications. The licensing and service arrangements with these third party CROs are not guaranteed to be renewed or continued on reasonable terms, if at all. The Company may be unable to maintain or expand its access to third party CROs to conduct our research projects. Failure to maintain and expand access to certain third party CROs could have a material adverse impact on the Company’s research projects, financial condition and operating results.
We are heavily dependent upon the availability and performance of third-party research organizations. If we require research capacity and/or capabilities and are unable to obtain it in sufficient quantity, and quality we may not be able to offer our technologies or products for license, or sale, or we may be required to make substantial capital investments to build out that capacity or to contract with other research organizations on terms that may be less favorable than our current arrangements. In addition, if we contract with other research organizations, we may experience delays of several months in qualifying them or in starting up research programs at these facilities, which could harm our relationships with our licensees, collaborators or customers and we may be required to make a capital investment in connection with these arrangements. This could have a material adverse effect on our business, revenues or operating results.
Additionally, if we were unsuccessful in retaining a contract research organization with the requisite experience and skills we require and were required to build our own research facility, it could take a year or longer before such owned research facility is able to be brought online to carry out the necessary technology and product development efforts of the Company. Any funding and resources we utilize to acquire or build internal research capabilities could be at the expense of other potentially more profitable opportunities.
Conflicts with our CROs, collaborators and/or licensees could harm our business.
An important part of our strategy includes involvement in proprietary research programs. We may pursue opportunities in the pharmaceutical field that could conflict with those of our collaborators and licensees. Moreover, disagreements with DuPont, our current and/or future CROs, collaborators or licensees could develop over rights to our intellectual property, over further licensing of our technologies to other parties in certain pharmaceutical fields, or over other reasons. Any conflict with DuPont, our current and/or future CROs, collaborators or licensees could reduce our ability to obtain future collaboration agreements and negatively impact our relationship with existing collaborators or licensees, which could reduce our revenues and profits.
Some of our current and/or future CROs, collaborators and/or licensees could also become competitors in the future. Our current and/or future CROs, collaborators and/or licensees could develop competing technologies or products, preclude us from entering into collaborations or license agreements with their customers, could fail to obtain timely regulatory approvals, terminate their agreements with us prematurely or fail to devote sufficient resources to the development and commercialization of their technology and products and processes. Any of these developments could harm our technology development and value, product development efforts, revenue, profits and overall business.
If issues arise with our current and/or future CROs, collaborators and/or licensees, we will need to either commercialize products resulting from our proprietary programs directly or by licensing to other companies, which could cause us to lose revenue or incur losses. Similarly, we may lose revenue or incur losses if we are unable to license our technology to new licensees on commercially reasonable terms, or are unable to develop the capability to market and sell products and processes on our own.

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We rely on our collaborators and other third parties to deliver timely and accurate information in order to accurately report our financial results as required by law.
We need to receive timely, accurate and complete information from a number of third parties in order to accurately and timely report our financial results. We rely on third parties to provide us with complete and accurate information regarding research developments and data, revenues, expenses and payments owed to or by us on a timely basis. We will need to establish the proper controls related to obtaining and reporting information from our CROs, licensees and collaborators related to research results and other data, when milestones are earned, if any, when royalties are earned, if any, as well as other types of potential revenues and expenses. If the information that we receive is not accurate, our consolidated financial statements may be materially incorrect and may require restatement. Although we may have contractual rights to receive information, such provisions may not ensure that we receive information that is accurate or timely. As a result, we may have difficulty in completing accurate and timely financial disclosures, which could have a material adverse effect on our business, financial condition and results of operations and the market price of our common stock.
If our competitors develop technologies and products more quickly and market more effectively than our product candidates, our commercial opportunity will be reduced or eliminated. Because of the competition and safety risks in the biopharmaceutical industry, any product candidates are subject to extensive regulation, which are costly and time consuming.
Any biopharmaceutical products we or our current or collaborators or licensees develop through the C1 expression system will compete in highly competitive and regulated markets. Many of the organizations competing with us in the market for such products have more capital resources, larger R&D and marketing staff, facilities and capabilities, and greater experience in research and development, regulatory approval, manufacturing and commercialization of technology and products. Accordingly, our competitors may be able to develop technologies and products more rapidly. If a competitor develops superior technology or products, or more cost-effective alternatives to our and our collaborators’ or licensees’ technologies, products or processes, it could have a material adverse effect on our business, financial condition and results of operations.
Customers may prefer existing or future technologies over the C1 expression system. Well-known and highly competitive biotechnology companies offer comparable or alternative technologies for the same products and services as our biopharmaceutical business. We anticipate that we, and our current or future collaborators and licensees will continue to encounter increased competition as new companies enter these markets and as the development of biological processes and products evolve.
Pharmaceutical companies are usually more focused on the qualitative and safety aspects of the products rather than on the actual cost or potential cost savings of producing such safe pharmaceutical products. It is expected to be a very difficult task, and it is expected to take a very long time to get the biopharmaceutical industry to adopt a new expression system, including the C1 expression system. Even if the C1 technology delivers on its promise of expressing high volumes of low-cost proteins with the proper qualitative properties without negative side effects, it is still expected to take a very long time to obtain adoption of the C1 expression system by both the pharmaceutical industry and governmental regulatory agencies.
We could fail to manage our growth, which would impair our business.
We will need to take the following steps, among others, to manage our growth. If we fail to achieve one or more of these, it could have a material adverse effect on our business, financial condition and results of operations.
Balance our cash burn with technology and product development, advancement and value creation of such technologies and products;
Maintain and gain additional CROs, or other technology collaborators;
Maintain and gain additional strategic partners and technology licensees;
File, maintain and defend our intellectual property and protect our proprietary information and trade secrets;
Develop technology, products and processes that do not infringe on the intellectual property of third parties;
Recruit and hire the required employees necessary to maintain and grow our business and to advance our technologies and products;
Achieve technical success in our and our licensees’ or collaborators’ research and product development programs;
Implement and oversee our operational and financial control systems;
Operate successful recruiting and training programs;
Access manufacturing capacity;
Access additional growth capital;

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Recruit and maintain consultants, board members and scientific advisory board members;
Manage scientific risks and uncertainties that may arise during our R&D and regulatory programs; and
Limit litigation risks and uncertainties.
Our revenue growth depends in part on market and regulatory acceptance of the C1 technology to develop and manufacture animal and/or human biopharmaceutical products.
The success of our biopharmaceutical business will depend on our ability to develop, register, and introduce similar, new and improved technologies and products in a timely manner, at significantly lower manufacturing costs that address the evolving requirements of the pharmaceutical industry and potential customers. There is no assurance that the C1 technology or any product expressed from C1 will perform the same or better, save our customers money relative to existing gene expression technologies or those of our competitors, provide our customers with other benefits, obtain governmental safety and regulatory approvals, be registered or will gain market acceptance. If we fail to develop similar, new and better performing technologies, products and processes at significantly lower manufacturing costs, make fermentation yield improvements on our existing production processes, generate the necessary safety and regulatory data or gain registration and market acceptance of the C1 technology and C1 expressed products or processes, we could fail to recoup our R&D investment and fail to capitalize on potential opportunities or gain market share from our competitors. Any failure, for technological, quality, safety, regulatory, or other reasons, to develop and launch improved technologies and new products, could negatively impact our business, financial condition and results of operations.
The dynamic and conservative nature of the biopharmaceutical industry, the unpredictable nature of the product development process and the time and cost of new technology adoption in the biopharmaceutical industry may affect our ability to meet the requirements of the marketplace or achieve market and/or regulatory acceptance. Some factors affecting market and regulatory acceptance of our technologies and products include:
Availability, quality, performance and price of competitive products and processes;
Functionality and cost of similar, new and existing technologies and products;
Timing of product introduction, performance and pricing compared to our competitors;
Scientists’, customers’ and regulatory agencies’ opinions of our technology and products’ utility and our ability to effectively incorporate their feedback into future technology development or product offerings;
The status of C1 and other expression technologies including CHO, E.coli, other microbial, algae, plant and other expression systems as to safety, quality, purity and expression levels, capital expenditure intensity, operating costs, and continually changing governmental and industry regulatory requirements;
The impact of our, DuPont’s and our collaborators’ intellectual property, and that of our competitors
Competition with and against much larger companies; and
Regulatory hurdles, timing, costs and receipt of approvals.
The expenses or losses associated with unsuccessful technology and product development activities or lack of market acceptance of our new technologies and products could seriously harm our business, financial condition and results of operations.
We must continually offer new products and technologies.
The biopharmaceutical industry is characterized by rapid technological change, and the area of gene and protein research and platform development is a rapidly-evolving field.  Our future success will depend on our ability to maintain a competitive position with respect to technological advances in terms of product and process quality, stability, safety, productivity and cost.  Rapid technological development by others could cause our products and technologies to become obsolete and it could have a material adverse effect on our business, financial condition and results of operations.
Potential future regulations limiting our ability to sell genetically engineered products could harm our business.
We, our current and future collaborators and licensees expect to develop biologic products using genetically engineered microorganisms (GMOs). Products derived from GMOs may in some instances be subject to bans or additional regulation by federal, state, local and foreign government agencies. These agencies may not allow us or our collaborators and licensees to produce and market products derived from GMOs in a timely manner or under technically or commercially feasible conditions.
Compliance with FDA, Environmental Protection Agency (EPA) and EU regulations could result in expenses, delays or other impediments to our product development programs or the commercialization of resulting products. The FDA currently applies

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the same regulatory standards to products made through genetic engineering as those applied to products developed through traditional methodologies. Regardless of GMO status, a product may be subject to lengthy FDA reviews and unfavorable FDA determinations due to safety concerns or changes in the FDA’s regulatory policy. The EPA regulates biologically-derived enzyme-related chemical substances not within the FDA’s jurisdiction. An unfavorable EPA ruling could delay commercialization or require modification of the production process or product in question, resulting in higher manufacturing costs, thereby making the product uneconomical. The EU and other countries also have regulations regarding the development, production and marketing of products from GMOs, which may be as or more restrictive than U.S. regulations.
Further, we, DuPont, our current and future collaborators and licensees are subject to regulations in the other countries in which we operate outside of the U.S. and EU, which may have different rules and regulations depending on the jurisdiction. Different countries have different rules regarding which products qualify as GMO. If any of these countries expand the definition of GMO and increase the regulatory burden on GMO products, our business could be harmed.
Other changes in regulatory requirements, laws and policies, or evolving interpretations of existing regulatory requirements, laws and policies, may result in increased compliance costs, delays, capital expenditures and other financial obligations that could adversely affect our business or financial results.
Public views on ethical and social issues may limit use of our technologies.
Our success will depend in part upon our ability, our current and future collaborators’ or licensees’ ability, to develop pharmaceutical products discovered, developed and manufactured through the C1 expression system. Governmental authorities could, for social, ethical or other purposes, limit the use of genetic processes or prohibit the practice of using a modified C1 organism to produce biologic vaccines, drugs and other biologic products. Concerns about the C1 expression system, and particularly about the expression of genes from C1 for pharmaceutical purposes, could adversely affect their market acceptance.
The commercial success of our current and future collaborations and our licensees’ potential products will depend in part on public acceptance of the use of genetically engineered products including enzymes, vaccines, drugs and other protein products produced in this manner. Claims that genetically engineered products are unsafe for consumption or pose a danger to the environment, animals or humans may influence public attitudes. Our and our licensees’ genetically engineered products may not gain public acceptance. Negative public reaction to GMOs and products could result in increased government regulation of genetic research and resulting products, including stricter labeling laws or other regulations, and could cause a decrease in the demand for our products. If we and/or our collaborators are not able to overcome the ethical, legal, and social concerns relating to genetic engineering, some or all of our products and processes may not gain public acceptance. Any of the considerations below could result in expenses, delays, or other impediments to our and our licensees’ programs or the public acceptance and commercialization of products and processes dependent on our technologies and could have a material adverse effect on our business, financial condition and results of operations:
public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and genetically engineered products and processes, which could influence public acceptance of our and our licensees’ technologies, products and processes;
public attitudes regarding, and potential changes to laws governing, ownership of genetic material which could harm our intellectual property rights with respect to our genetic material and discourage collaborative partners or licensees from supporting, developing, or commercializing our products, processes and technologies; and
government regulations are changing rapidly, which likely will result in greater government regulation of genetic research and derivative technologies and products derived from such technologies, making approvals of such technologies and the products derived from such technologies to be delayed, more expensive with added risks.
Our results of operations may be adversely affected by environmental, health and safety laws, regulations and liabilities.
We and our CROs are subject to various federal, state and local environmental laws and regulations relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, criminal sanctions, permit revocations and/or facility shutdowns.
In addition, new laws, new interpretations of existing laws, increased government enforcement of environmental laws, or other developments could require us or our contract research organizations to make additional significant expenditures. Present and future environmental laws and regulations and interpretations thereof, more vigorous enforcement of policies and discovery

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of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results of operations and financial position. Additionally, any such developments may have a negative impact on our contract manufacturers, which could harm our business.
We may fail to commercialize the C1 expression system for the expression of therapeutic proteins, antibodies and vaccines.
We have not yet developed any C1-based biopharmaceutical products, conducted the necessary safety, efficacy, cost and regulatory studies, or completed the commercialization of any therapeutic proteins, antibodies and vaccines.
To date, drug companies have developed and commercialized only a small number of gene-based products in comparison to the total number of drug molecules available in the marketplace. Our biopharmaceutical business should be evaluated as having the same risks as those inherent to early-stage biotechnology companies because the application of the C1 expression system for the expression of pre-clinical and clinical quantities of therapeutic proteins, antibodies and vaccines is still in early development.
Successful development of the C1 expression system for biopharmaceutical purposes will require significant research, development and capital investment, including testing, to prove its safety, efficacy and cost-effectiveness. In general, our experience has been that each step in the process has been longer and costlier than originally projected, and we anticipate that this is likely to remain the case with respect to the continuing development efforts of our biopharmaceutical business.
We have no experience submitting applications to the FDA or similar regulatory authorities, and could be subject to lengthy and/or unfavorable regulatory proceedings.
While we anticipate that many of our current and future collaborators or licensees have experience submitting application to the FDA or other applicable regulatory authorities, we have no such experience. Neither we nor any collaborator or licensee has yet submitted any application with the FDA or any other regulatory authority for any product candidate generated through the use of the C1 expression system as it relates to the development and manufacture of pharmaceutical products. The FDA may not have substantial experience with technology similar to ours, which could result in delays or regulatory action against us. We, our current and future collaborators and licensees, may not be able to able to obtain regulatory approval for our products, which would harm our business.
The C1 expression system has been tested for use in the manufacturing of an enzyme in the production of wine, beer and fruit juices, and has generated promising safety and toxicity data for that enzyme. The C1 expression system could produce vaccines, antibodies, or therapeutic products and enzymes that have safety, toxicity, pathogenicity, immunogenicity and other issues associated with them. The C1 expression system may be subject to lengthy regulatory reviews and unfavorable regulatory determinations if it raises safety questions which cannot be satisfactorily answered or if results from studies do not meet regulatory requirements. An unfavorable regulatory ruling could be difficult to resolve and could delay or possibly prevent a product from being commercialized, or even the use of the C1 technology to produce future products which would have a material adverse effect on our growth and prospects. Additionally, future products produced by us or our current and future collaborators or licensees using the C1 expression system may not be approved by the FDA or other regulatory agencies in the U.S. or worldwide. There is no assurance that safety, toxicity, pathogenicity, immunogenicity and other issues will not arise in current or future product development and manufacturing programs due to media, fermentation, inherent properties or genetic changes in the C1 strain and fermentation process.
If these therapeutic protein products, antibodies or vaccines are not approved by regulators, we or our current and future customers or collaborators and licensees will not be able to commercialize them, and we may not receive research funding, upfront license fees, milestone and royalty payments which are based upon the successful advancement of these products through the drug development and approval process. Even after investing significant time and expense, any regulatory approval may also impose limitations on the uses for which we can market a product, and any marketed product and its manufacturer are subject to continual review. Discovery of previously unknown problems with a product or manufacturer may result in new restrictions on the product, manufacturer and manufacturing facility, including withdrawal of the product from the market. In certain countries, regulatory agencies also set or approve prices, which may result in low or unprofitable margins and would have a material adverse effect on our business, financial condition and results of operations.
Alternative technologies may not require microbial or other cell produced proteins.
Research is being conducted with cell or gene based therapies and other technologies that offer a possible alternative to producing proteins as they are today based on microbial, organic matter containing Carbon, Hydrogen, and Oxygen or other organisms, that may allow genes to be directly inserted into cells that can be implanted into animals and humans directly, displacing the need for the existing methods used for development of biologic vaccines and drugs. If they are successful, these new methods

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may supplant or greatly reduce the need for microorganisms, Carbon, Hydrogen, and Oxygen or other organisms to produce these proteins externally as the injected cells in animals and human may be able to do so internally.
Other Business Risks That We Face
We may need substantial additional capital in the future to fund our business.
Our future capital requirements may be substantial, particularly as we continue to further develop, engineer and optimize the C1 expression system and our other proprietary technologies, products and processes for licensing for research and development, and commercialization of potential animal and human pharmaceutical products.
Our need for additional capital, if any, will depend on many factors, including (i) the technical and financial success of our efforts to enter the biopharmaceutical industry, (ii) the progress and scope of our collaborative and independent R&D projects and other ongoing and future potential projects, (iii) the receipt of future upfront fees, potential milestones, royalties and other payments from future licensees or other types of collaborations if any, (iv) our ability to obtain payments from other potential pharmaceutical business customers through research funding, milestones, license agreements and other forms of collaborative agreements, (v) the extent to which we can obtain licensees, or other types of collaborative partnerships for the research, development and commercialization of proteins in the biopharmaceutical industry, (vi) the effect of any acquisitions of other technologies and/or businesses that we may make in the future, and (vii) the filing, prosecution, enforcement and defense of patent claims and/or infringements by us, and our collaborators.
We currently have very little leverage and if our capital resources are insufficient to meet our capital requirements, we will have to raise additional funds to continue the development of our technologies and complete the development and commercialization of products, if any, resulting from our technologies. If acquisition of additional funds is not possible or if we engage in future equity financings, dilution to our existing stockholders may result. If we raise debt financing, we may be subject to restrictive covenants that limit our ability to conduct our business. We may not be able to raise funds on terms that are favorable to us, if at all. If we fail to raise sufficient funds and incur losses, our ability to fund our operations, take advantage of strategic opportunities, develop products or technologies, or otherwise respond to competitive pressures could be significantly limited. If this happens, we may be forced to delay or terminate research or development programs or the commercialization of products resulting from our technologies, curtail or cease operations or obtain funds through collaborative and licensing arrangements that may require us to relinquish commercial rights, sell certain assets of the company which will limit future opportunities, or grant licenses on terms that are not favorable to us. Without sufficient funding or revenue, we may have to curtail, cease, or dispose of, one or more of our operations and would have a material adverse effect on our business, financial condition, and future prospects.
Changes in global economic and financial markets may have a negative effect on our business.
Our business is subject to a variety of market forces including, but not limited to, domestic and international economic, political and social conditions. Many of these forces are beyond our control. Any change in market conditions that negatively impacts our operations or the demand of our current or prospective customers could adversely affect our business operations.
In addition, changes in the global financial, pharmaceutical and biotech markets may make it difficult to accurately forecast operating results. These changes have had, and may continue to have, a negative effect on our business, results of operations, financial condition and liquidity. In the event of a downturn in global economic activity, current or potential customers may go out of business, may be unable to fund purchases or determine to reduce purchases, all of which could lead to reduced demand for our products, reduced gross margins, and increased customer payment delays or defaults. Further, suppliers may not be able to supply us with needed raw materials on a timely basis, may increase prices or go out of business, which could result in our inability to meet consumer demand or affect our gross margins. We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs associated with our operations and difficulties if we overstrained our resources. The timing and nature of a sustained recovery in the credit and financial markets remains uncertain, and there can be no assurance that market conditions will significantly improve in the near future or that our results will not continue to be materially and adversely affected.
If we lose key personnel, including key management or board members, or are unable to attract and retain additional personnel, it could delay our technology and product development programs, harm our R&D efforts, and we may be unable to pursue research funding, licenses and other forms of collaborations or develop our own products.
Our planned activities will require retention and ongoing recruiting of additional expertise in specific areas applicable to our industries, technologies and products being developed. These activities will not only require the development of additional expertise by existing management personnel, but also the addition of new research and scientific, regulatory, licensing, sales,

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marketing, management, accounting and finance and other personnel. The inability to acquire or develop this expertise or the loss of principal members of our management, broad of directors, consultants, accounting and finance, sales, and scientific staff could impair the growth, if any, of our business. Competition for experienced personnel from numerous companies, academic institutions and other research facilities may limit our ability to attract and retain qualified management, directors, consultants, and scientific personnel on acceptable terms. Failure to attract and retain qualified personnel would inhibit our ability to maintain and pursue collaborations and develop our products and core technologies.
Personnel changes may disrupt our operations. Hiring and training new personnel will entail costs and may divert our resources and attention from revenue-generating efforts. In addition, we periodically engage consultants to assist us in our business and operations, these consultants operate as independent contractors, and we, therefore, do not have as much control over their activities as we do over the activities of our employees. Our directors and consultants may be affiliated with or employed by other parties, and some may have consulting or other advisory arrangements with other entities that may conflict or compete with their obligations to us.
Inability to protect our intellectual property could harm our ability to compete.
Our success will depend in part on our ability to obtain patents and on our and DuPont’s (as part of the DuPont Transaction, patents were assigned to DuPont) and our current and future collaborators’ and licensees’ ability to maintain adequate protection of our and their intellectual property. If we, DuPont, or our current and future collaborators and licensees do not adequately protect our intellectual property, competitors may be able to practice our technologies and erode our competitive advantage. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting their proprietary rights in these foreign countries.
However, the patent positions of biotechnology companies, including our patent position, are generally uncertain and involve complex legal and factual questions. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our, and in certain instances the C1 patents assigned to DuPont, and our current and future collaborators and licensees proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. We intend, from time to time, to apply for patents covering both our technologies and our products, while at other times, we only maintain such knowledge as trade secrets without applying for patents, as we deem appropriate. However, existing and future patent applications may be challenged and are not guaranteed to result in the issuing of patents. Even if a patent is obtained, it may not be sufficiently broad to prevent others from practicing our technologies or from developing competing products. Others, including DuPont and our current and future collaborators and licensees, may independently develop similar or alternative technologies or design around our, DuPont’s or our current and future collaborators’ and licensees’ patented technologies. In addition, DuPont, our current and future collaborators, licenses, or other third parties may challenge or invalidate our patents, or our patents may fail to provide us with any competitive advantages. If any third party is able to gain intellectual property protections for technology similar to our own, they may be successful in blocking us and our licensees from using C1 technology and/or commercializing products derived from the C1 technology.
The United States Leahy-Smith America Invents Act, enacted in September 2011, brought significant changes to the U.S. patent system, which include a change to a “first to file” system from a “first to invent” system and changes to the procedures for challenging issued patents and disputing patent applications during the examination process, among other things. The effects of these changes on our patent portfolio and business have yet to be determined, as the final substantive provisions of the America Invents Act took effect on March 16, 2013. The United States Patent and Trademark Office (the “USPTO”), only recently finalized the rules relating to these changes and the courts have yet to address the new provisions. These changes could increase the costs and uncertainties surrounding the prosecution of our patent applications and the enforcement or defense of our patent rights. Additional uncertainty may result from legal precedent handed down by the United States Court of Appeals for the Federal Circuit and United States Supreme Court as they determine legal issues concerning the scope and construction of patent claims and inconsistent interpretation of patent laws by the lower courts. Accordingly, we cannot ensure that any of our pending patent applications will result in issued patents, or even if issued, predict the breadth of the claims upheld in our and other companies’ patents. Given that the degree of future protection for our proprietary rights is uncertain, we cannot ensure that we were the first to invent the inventions covered by our pending patent applications, or that we were the first to file patent applications for these inventions or the patents we have obtained.
In addition, Dyadic will continue to review its existing and potential patent positions and rights. Based on our analysis if and when the commercial opportunities and patent enforceability are questionable, we may abandon certain patents in some countries. There is a risk that we will abandon potentially valuable patents.

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Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and resources and could prevent us and our collaborators from commercializing our or their technologies and products or negatively impact our stock price.
Our commercial success depends in part on neither infringing patents and proprietary rights of third parties, nor breaching any licenses that we have entered into with regard to our technologies and products. Others have filed, and in the future are likely to file, patent applications covering genes or gene fragments, genetic elements, screening, gene expression and fermentation processes and other intellectual property that we may wish to utilize with the C1 expression system or products and systems that are similar to those developed with its use. If these patent applications result in issued patents and we wish to use the claimed technology, we may need to obtain a license from the appropriate third party.
Third parties may assert that we and/or our current and future collaborators and licensees are employing their proprietary technology without authorization. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes these patents. We could incur substantial costs and diversion of management and technical personnel in defending ourselves against any of these claims or enforcing our patents and other intellectual property rights. Parties making claims against us may be able to obtain injunctive or other equitable relief, which could effectively block our ability to further develop, commercialize and sell products, and could result in the award of substantial damages against us. If a claim of infringement against us is successful, we may be required to pay damages and obtain one or more licenses from third parties. In the event that we are unable to obtain these licenses at a reasonable cost, we and/or current and future collaborators and licensees could encounter delays in product commercialization while we attempt to develop alternative methods or products. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products.
In addition, unauthorized parties may attempt to steal, copy or otherwise obtain and use our C1 microbial strains, genetic elements, development and manufacturing processes, other technology or products. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technologies, particularly in certain foreign countries where the local laws may not protect our proprietary rights as fully as in the United States. Moreover, third parties could practice our inventions in territories where we do not have patent protection. Such third parties may then try to import into the United States or other territories products, or information leading to potentially competing products, made using our inventions in countries where we do not have patent protection for those inventions. If competitors are able to use our technologies, our ability and our current and future collaborators’ and licensees’ ability to compete effectively could be harmed. Moreover, others may independently develop and obtain patents for technologies that are similar to or superior to our technologies. If that happens, we may need to license these technologies, and we may not be able to obtain licenses on reasonable terms, if at all, which could harm our business, financial condition and results of operations.
Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.
We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. We require employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, our proprietary information may be disclosed, third parties could reverse engineer our biocatalysts and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
We may be sued for product liability.
We or our current and future collaborators and licenses may be held liable if any product we or they develop, or any product which is made with the use or incorporation of, any of our technologies, causes injury or is found otherwise unsuitable or unsafe during product testing, manufacturing, marketing or sale. These claims could be brought by various parties, including other companies who purchase products from our current and future collaborators and licenses or by end users of the products.
While we maintain product liability insurance, it may not fully cover all of our potential liabilities and our liability could in some cases exceed our total assets, which would have a material adverse effect on our business, results of operations, financial condition and cash flows, or cause us to go out of business. Further, insurance coverage is expensive and may be difficult to obtain,

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and may not be available to us or to our collaborators and licensees in the future on acceptable terms, or at all. Inability to obtain sufficient insurance coverage at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products developed by us, or our collaborators and licensees.
Foreign currency fluctuations could adversely affect our results.
In the conduct of our business, in certain instances, we are required to receive payments or pay our obligations in currencies other than U.S. dollars. Especially since a large portion of our research and development is done in the EU and our CROs and certain consultants request payments in Euros. As a result, we are exposed to changes in currency exchange rates with respect to our business transactions denominated in non-US dollars.
Fluctuations in currency exchange rates have in the past and may in the future negatively affect our revenue, expenses and our financial position and results of operations as expressed in U.S. dollars. Our management monitors foreign currency exposures and may in the ordinary course of business enter into foreign currency forward contracts or options contracts related to specific foreign currency transactions or anticipated cash flows. We do not hedge, and have no current plans to hedge in the future, the translation of financial statements of consolidated subsidiaries whose local books and records are maintained in foreign currency.
Our ability to use our net operating loss carryforwards (“NOLs”) to offset future taxable income may be subject to certain limitations.
In general, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs, to offset future taxable income. If the Internal Revenue Service challenges our analysis that our existing NOLs are not subject to limitations arising from previous ownership changes, our ability to utilize NOLs could be limited by Section 382 of the Internal Revenue Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations.
We may make acquisitions, investments and strategic alliances that may use significant resources, result in disruptions to our business or distractions of our management, may not proceed as planned, and could expose us to unforeseen liabilities.
We may seek to expend our business through the acquisition of, investment in and strategic alliances with companies, technologies, products, and services. If we are able to identify suitable acquisition, investment or strategic alliance targets, we may be unable to negotiate successfully their acquisition at a price or on terms and conditions acceptable to us. Acquisition, investments and strategic alliances involve a number of risks, including, but not limited to:
the potential adverse effect on our cash position as a result of all or a portion of an acquisition, investment or strategic alliance purchase price being paid in cash;
the potential issuance of securities that would dilute our stockholders’ percentage ownership;
unanticipated costs and liabilities, including the potential to incur restructuring and other related expenses, including significant transaction costs that may be incurred regardless of whether a potential strategic alliance, acquisition or investment is completed;
the ability to effectively and quickly assimilate the operations, technologies, products and services or products of the acquired company or business;
the ability to integrate acquired personnel;
the ability to oversee, retain and motivate key employees;
the ability to retain customers;
minimizing the diversion of management’s attention from other business concerns; and
potential loss of invested capital.
We cannot assure you that, following an acquisition, investment or strategic alliance, we will achieve expected research and development results, anticipated synergies, revenues, specific net income or loss levels that justify such transaction or that the transaction will result in increased earnings, or reduced losses, for the combined company in any future period. Moreover, we may need to raise additional funds through public or private debt or equity financing to acquire any businesses or to provide funding for such business, which would result in dilution for stockholders or the incurrence of indebtedness and may not be available on terms which would otherwise be acceptable to us. We may not be able to oversee such investment(s) nor operate acquired businesses profitably or otherwise implement our growth strategy successfully.

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We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively.
Despite the implementation of security measures, our internal computer systems and those of third parties with which we contract are vulnerable to damage from cyber-attacks, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. System failures, accidents or security breaches could cause interruptions in our operations, and could result in a material disruption of our research activities and business operations, in addition to possibly requiring substantial expenditures of resources to remedy. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and delays in our research efforts and financial reporting compliance, as well as significant increase in costs to recover or reproduce the data.
Risks Related to Our Stock Repurchase Program
Our stock repurchase program may be extended, suspended or discontinued at any time, which could cause the price of our common stock to be volatile or to decrease.
On February 16, 2016, the Board of Directors authorized a one-year stock repurchase program, under which the Company was authorized to repurchase up to $15 million of its outstanding common stock (the “2016 Stock Repurchase Program”). The 2016 Stock Repurchase Program ended on February 15, 2017.
On August 16, 2017, the Board of Directors authorized a new one-year stock repurchase program, under which the Company may repurchase up to $5 million of its outstanding common stock (the “2017 Stock Repurchase Program”). On August 6, 2018, the Board of Directors authorized an extension of this stock repurchase program through August 15, 2019. Please refer to our consolidated financial statements note under “Shareholders Equity - Share Repurchases and Buybacks” for share repurchases and buyback information and activities.
Under the 2017 Stock Repurchase Program, the Company is authorized to repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, is dependent upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from its existing cash resources. All repurchased shares are held in treasury. However, the board may decide to retire these shares in the future.
In addition to the Stock Repurchase Programs above, our Board of Directors may, on a case by case basis, authorize the repurchase of the Company’s shares in privately negotiated transactions, if such transaction is in the best interest of the Company and its shareholders.
The Company may in the future determine to initiate a new repurchase program depending upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s Board of Directors and management.
Risks Related to Our Common Stock
The price of our shares of common stock is likely to be volatile, and you could lose all or part of your investment.
The trading price of our common stock has been, and is likely to continue to be, volatile. Biotechnology company stocks generally tend to experience extreme price fluctuations. The valuations of many biotechnology companies without consistent product sales and earnings are extraordinarily high based on conventional valuation standards such as price-to-earnings and price-to-sales ratios. These trading prices and valuations may not be sustained. Factors that may result in fluctuations in our stock price include, but are not limited to, the following:
Changes in the public’s perception of the prospects of biotechnology companies.
Broad market and industry factors including market fluctuations or political and economic conditions such as war, recession or changes in interest and currency rates.
Announcements of new technological innovations, patents or new products or processes by us, DuPont or our current or future collaborators, licensees and competitors;

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Announcements by us, DuPont or our collaborators and licensees relating to our relationships or either of our relationships with other third parties;
Coverage of, or changes in financial estimates by us or securities analysts;
Conditions or trends in the biotechnology industry;
Changes in the market valuations of other biotechnology companies;
Limitations or expanded uses in the areas within the biopharmaceutical or other industries into which we can apply our technologies and products;
Actual or anticipated changes in our growth rate relative to our competitors;
Developments in domestic and international governmental policy or regulations;
Announcements by us, DuPont, our current and future collaborators and licenses, or our competitors of significant acquisitions, divestures, strategic partnerships, license agreements, joint ventures or capital commitments;
The position of our cash, cash equivalents and marketable securities;
Any changes in our debt position;
Developments in patent or other proprietary rights held by us, DuPont or by others;
Negative effects related to the stock or business performance of DuPont, our current and future collaborators and licensees, or the abandonment of projects using our technology by our collaborators and/or licensees;
Scientific risks inherent to emerging technologies such as the C1 expression system;
Set-backs, and/or failures, and or delays in our or our current and future collaborators’ and licensees’ R&D and commercialization programs;
Delays or failure to receive regulatory approvals by us, DuPont and/or our current and future collaborators and licensees;
Loss or expiration of our or DuPont’s intellectual property rights;
Lawsuits initiated by or against us, DuPont, or our current and future collaborators and licensees;
Period-to-period fluctuations in our operating results;
Future royalties from product sales, if any, by DuPont, our current or future strategic partners, collaborators or licensees;
Future royalties may be owed to DuPont by us, our collaborators, licenses, or sub-licensees under certain circumstances related to our DuPont Pharma License;
Sales of our common stock or other securities in the open market;
Stock buy-back programs;
Stock splits and reverse stock split;
Decisions made by the board related to potential registration of Dyadic’s stock under the Securities Act of 1933, and/or up listing to another stock exchange.
Volatile stock prices can lead to securities class action litigation. In 2007, a stockholder filed a securities class action suit against us, which we settled on July 27, 2010. If we were to become party to another securities class action suit, we could incur substantial legal fees and our management’s attention and resources could be diverted from operating our business to responding to litigation.
Our quarterly and annual operating results may be volatile.
Our quarterly and annual operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause our stock price to vary significantly or decline. Some of the factors that could impact our operating results include:
Expiration of or cancellations of our research contracts with current and future collaborators and/or licensees, which may not be renewed or replaced;
Setbacks or failures in our and our current and future collaborators and licensees research, development and commercialization efforts;
Setbacks, or delays in our research and development efforts to develop and produce biologics.
Setbacks, or delays in our research and development efforts to re-engineer the C1 technology for its application and use in developing and producing biologics.

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The speed, and success rate of our discovery and research and development efforts leading to potential licenses, or other forms of collaborations, access fees, milestones and royalties;
The timing and willingness of current and future collaborators and licensees to utilize C1 to develop and commercialize their products which would result in potential upfront fees, milestones and royalties;
General and industry specific economic conditions, which may affect our current and future collaborators’ and licensees’ R&D expenditures;
The adoption and acceptance of the C1 expression system by biopharmaceutical companies and regulatory agencies;
The addition or loss of one or more of the collaborative partners, grants, research funding, or licensees we are working with to further develop and commercialize our technologies and products in the pharmaceutical industry;
Our ability to file, maintain and defend our intellectual property and to protect our proprietary information and trade secrets;
Our ability to develop technology, products and processes that do not infringe on the intellectual property of third parties;
The improvement and advances made by our competitors to CHO, E.coli, yeast, inset cells, plant and other expression systems;
The introduction by our competitors of new discovery and expression technologies competitive with the C1technology;
Our ability to enter into new research projects, grants, licenses or other forms of collaborations and generate revenue from such parties;
Scientific risk associated with emerging technologies such as the C1 expression system;
Failure to bring on the necessary research, CDMO and manufacturing capacity if required;
Uncertainty regarding the timing of research funding, grants or upfront license fees for new C1 expression system collaborations, license agreements or expanded license agreements;
Delays or failure to receive upfront fees, milestones and royalties and other payments.
A large portion of our expenses are relatively fixed, including expenses for personnel. Accordingly, if revenues do not grow as anticipated due to the expiration of research contracts or government research grants, the failure to obtain new contracts, licensees or other forms of collaborations or other factors, we may not be able to correspondingly reduce our operating expenses. Failure to achieve anticipated levels of revenue could, therefore, significantly harm our operating results for a particular fiscal period or for even prolonged periods of time.
Due to the possibility of fluctuations in our revenues and expenses, we believe that quarter-to-quarter comparisons of our operating results are not necessarily a good indication of our future performance. Our operating results in some quarters, or even in some years may not meet the expectations of stock market analysts and investors, potentially causing our stock price to possibly decline.
We do not expect to pay cash dividends in the future.
We have never paid cash dividends on our stock and do not anticipate paying any dividends for the foreseeable future. The payment of dividends on our shares, if ever, will depend on our earnings, financial condition and other business and economic factors deemed relevant for consideration by our board of directors. If we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent that our stock price appreciates.
Our anti-takeover defense provisions may deter potential acquirers and depress our stock price.
Certain provisions of our certificate of incorporation, bylaws and Delaware law, as well as certain agreements we have with our executives, could make it substantially more difficult for a third party to acquire control of us. These provisions include the following:
We may issue preferred stock with rights senior to those of our common stock;
We have a classified board of directors;
Action by written consent by stockholders is not permitted;
Our board of directors has the exclusive right to fill vacancies and set the number of directors cumulative voting by our stockholders is not allowed; and

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We require advance notice for nomination of directors by our stockholders and for stockholder proposals.
These provisions may discourage certain types of transactions involving an actual or potential change in control. These provisions may also limit our stockholders’ ability to approve transactions that they may deem to be in their best interests and discourage transactions in which our stockholders might otherwise receive a premium for their shares over the current market price.
Concentration of ownership among our existing officers, directors and principal stockholders may prevent other stockholders from influencing significant corporate decisions and depress our stock price.
Our executive officers, directors and principal stockholders (5% stockholders) together control approximately 45.7% of our 26,713,486 shares of outstanding common stock as of December 31, 2018 .
Our Founder and Chief Executive Officer Mark Emalfarb, through the Mark A. Emalfarb Trust U/A/D October 1, 1987, as amended (the “MAE Trust”) of which he is the trustee and beneficiary, owned approximately 15.4% of our outstanding common stock as of December 31, 2018 . Further, the Francisco Trust U/A/D February 28, 1996 (the “Francisco Trust”), whose beneficiaries are the descendants and spouse of Mr. Emalfarb, owned approximately 14.2% of our outstanding common stock as of December 31, 2018 . We have historically been partially controlled, managed and partially funded by Mr. Emalfarb, and affiliates of Mr. Emalfarb. Collectively, Mr. Emalfarb and stockholders affiliated with Mr. Emalfarb controlled approximately 29.6% of our outstanding common stock as of December 31, 2018 .
Mr. Emalfarb may be able to control or significantly influence all matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of Mr. Emalfarb may not always coincide with the interests of other shareholders, and he may take actions that advance his personal interests and are contrary to the desires of our other shareholders.
If our existing officers, directors and principal stockholders act together, they will be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control and might affect the market price of our shares, even when a change may be in the best interests of all stockholders. Certain of our principal stockholders may elect to increase their holdings of our common stock, which may have the impact of delaying or preventing a change of control. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and, accordingly, they could cause us to enter into transactions or agreements, which we would not otherwise consider.
If securities or industry analysts do not commence the publication of research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. We have no control over these analysts. If one or more analysts release a negative report, or release a positive report and subsequently downgrade or change that report, potentially causing our stock price would likely decline. Additionally, if one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
Future issuances of shares of our common stock may negatively affect our stock price.
The sale of additional shares of our common stock, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
As of December 31, 2018 , there were 26,713,486 shares of our common stock outstanding. Approximately 45.7% of these outstanding common shares are beneficially owned or controlled by our executive officers, directors and principal stockholders. Shares held by our affiliates and certain of our directors, officers and employees are “restricted securities” as defined by Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”) and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144.
Our common stock has a relatively small public float. As a result, sales of substantial amounts of shares of our common stock, or even the potential for such sales, may materially and adversely affect prevailing market prices for our common stock. In

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addition, any adverse effect on the market price of our common stock could make it difficult for us to raise additional capital through sales of equity securities.
We incur significant costs as a listing company on the OTCQX U.S. Premier marketplace, and those costs will increase if, as and when we decide to register our shares with the Securities and Exchange Commission (“SEC”) and operate as a public company, and our management will be required to devote substantial time to compliance initiatives.
As a company quoted on the OTCQX U.S. Premier marketplace, we incur significant legal, accounting and other expenses that we did not incur previously. The OTCQX Alternative Reporting Standards impose various requirements on companies that require our management and other personnel to devote a substantial amount of time to compliance initiatives. These costs will further increase if we become a fully reporting company under the Exchange Act.
We may in the future seek to list our common stock on the NASDAQ Stock Market or another U.S. or foreign stock exchange. However, we do not currently meet the listing standards for any national securities exchange. During the period that our common stock is quoted on the OTCQX U.S. Premier or any other over-the-counter system, an investor may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock than would be the case if and when we list on the NASDAQ Stock Market or another U.S. or foreign stock exchange.
In addition, if we fail to meet the criteria set forth in certain SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.
We may not be able to meet the initial listing standards of any stock exchange, correctly predict the timing of such listing or, if listed, maintain such a listing.
We will incur significant costs as a result of operating as a listed full reporting public company, and our management will be required to devote substantial time to compliance initiatives.
As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as related rules implemented by the SEC, impose various requirements on public companies that require our management and other personnel to devote a substantial amount of time to compliance initiatives.
In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to evaluate the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues. Moreover, if we are not able to maintain compliance with the requirements of Section 404, our stock price could decline, and we could face sanctions or investigation or investigations or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

26



If the SEC does not declare this Registration Statement effective or otherwise delays the effectiveness of this Registration Statement, the Company may be negatively affected and stockholders may not be able to sell shares in the amounts or at the times they might otherwise to.
Although the Company is undertaking the steps it believes are necessary to permit the SEC to declare this Registration Statement effective, it is possible that the SEC may, by application of its policies or procedures, delay the effectiveness of the Registration Statement or make it impractical for the Company to respond to the SEC in a manner that permits it to declare the Registration Statement effective. If the Registration Statement is not declared effective, the Company may be negatively affected and stockholders will need to rely on exemptions from the registration requirements of the Securities Act, such as Rule 144. Such exemptions typically limit the amount of share that can be sold, require that shares be sold in certain types of transactions, require certain holding periods and limit the number of times that shares can be sold.
Because we will become a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.
Because we will not become a reporting company by conducting an underwritten initial public offering, or IPO, of our common stock, and because we will not be listed on a national securities exchange upon the effective date of this registration statement, security analysts of brokerage firms may not provide coverage of our company. In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we were to become a public reporting company by means of an IPO because they may be less familiar with our company as a result of more limited coverage by analysts and the media.
Risks Related to the Potential Reverse Stock Split and Potential Listing on the NASDAQ or another National Stock Market
The potential Reverse Stock Split, if effected, would provide additional authorized shares for issuance by our Board of Directors, which could be used to frustrate any change in control or takeover transaction or have adverse consequences to our shareholders.
In April 2018, our Board of Directors approved for submission to a vote of our shareholders the grant of authority to the Board of Directors to amend our Certificate of Incorporation to effect the Reverse Stock Split at a ratio up to 1-for-4. At our annual shareholders meeting on June 6, 2018, our shareholders approved the proposal. If the Board of Directors effects the Reverse Stock Split, we would have additional authorized shares of common stock that the Board of Directors could issue in the future without shareholders’ approval. Such additional shares could be issued, among other purposes, in financing transactions or to resist or frustrate a third-party transaction that is favored by a majority of the independent shareholders. This could have an anti-takeover effect, in that additional shares could be issued, within the limits imposed by applicable law, in one or more transactions that could make a change in control or takeover of us more difficult.
A large number of available shares of common stock could have adverse consequences, including but not limited to, our current shareholders could be potentially diluted by future issuances of shares of common stock for capital raising purposes, to acquire additional assets, for equity compensation of officers and directors and for other corporate purposes.
Our Board of Directors has not yet effected the potential Reverse Stock Split and even if effected, the Reverse Stock Split may not increase the price of our common stock and have other adverse consequences on the price of our common stock.
Our Board of Directors has not yet effected the potential Reverse Stock Split. As part of the shareholder approval of the Reverse Stock Split, the Board of Directors reserved the right to abandon the Reverse Stock Split proposal without further action by our shareholders at any time before the effectiveness of the filing of the amended Certificate of Incorporation with the Delaware Secretary of State or delay (for up to 24 months after the annual meeting on June 6, 2018), if it determines, in its sole discretion, that such action is in the best interests of the Company and its shareholders. If the Board of Directors abandons or further delays the Reverse Stock Split, the trading price of our common stock may be negatively affected. We cannot assure you, when or whether at all, the Board of Directors will effect the Reverse Stock Split.
If the Board of Directors effects the Reverse Stock Split, we expect that the Reverse Stock Split would increase the market price of our common stock. However, the effect of the Reverse Stock Split of our common stock upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. The Reverse Stock Split could also be viewed negatively by the market and other factors, such as those described above, and therefore, may adversely affect the market price of the shares of our common stock. Consequently, the market price per post-Reverse Stock Split share may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of the Reverse Stock Split. Accordingly, the total market capitalization of our shares of common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

27



The potential Reverse Stock Split could decrease the liquidity of our common stock.
If effected, the Reverse Stock Split could adversely affect the liquidity of our common stock given the dramatic reduction in the number of shares that will be outstanding after the Reverse Stock Split. In addition, the Reverse Stock Split could increase the number of shareholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such shareholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
Even after the potential Reverse Stock Split, the trading price of our common stock may not be high enough to attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors or the Nasdaq or another national stock exchange that the company may seek to become listed on. Consequently, the trading liquidity of our common stock may not improve.
Even if the Board of Directors effects the Reverse Stock Split, there can be no assurance that the Reverse Stock Split would result in a share price that will attract new investors, including institutional investors, or that the share price will satisfy the investing requirements of those investors or the Nasdaq or another national stock exchange that the company may seek to become listed on. Further, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the interest of new investors in the shares of our common stock. As a result, the trading liquidity of our common stock may not necessarily improve, our share price may decline, and you may lose all or part of your investment.
Investing in our common stock involves a high degree of risk. We cannot assure you that any of the events discussed in the risk factors will not occur. If we are not able to successfully address any of the risks or difficulties, we could experience a material adverse effect on our business, operations and financial performance. In such circumstances, the trading price of our common stock could decline, and in some cases, such declines could be significant, and you could lose part or all of your investment. In addition to the risks, other unforeseeable risks and uncertainties that we currently believe are immaterial or unknown to us may also adversely affect our business, operating results or financial performance.
Item 2. Financial Information
Selected Financial Information
The following table provides selected historical consolidated financial data as of and for the periods shown. The data as of and for the fiscal years ended December 31, 2017 and 2016 have been derived from our audited consolidated financial statements for those dates and periods. The data as of and for the nine months ended September 30, 2018 and 2017 have been derived from the condensed consolidated financial statements for those periods and dates. The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes provided in Item 13 of this Form 10 registration statement.  Our historical results are not necessarily indicative of the results that may be expected in the future.

28



Selected financial data for the nine months ended September 30, 2018 and 2017 and for the years ended December 31, 2017 and 2016 :
 
Nine Months Ended September 30,
 
Years Ended December 31,
 
2018
 
2017
 
2017
 
2016
Total revenues from operations
$
608,576

 
$
601,420

 
$
758,420

 
$
592,886

Total costs and expenses
$
6,435,686

 
$
6,201,137

 
$
7,885,302

 
$
6,548,133

Loss from operations
$
(5,827,110
)
 
$
(5,599,717
)
 
$
(7,126,882
)
 
$
(5,955,247
)
Net loss
$
(5,179,424
)
 
$
(767,939
)
 
$
(2,135,819
)
 
$
(3,608,739
)
Net cash used in operating activities
$
(3,178,357
)
 
$
(530,847
)
 
$
(2,606,258
)
 
$
(6,031,713
)
 
 
 
 
 
 
 
 
Weighted-average number of shares
 
 
 
 
 
 
 
Basic and diluted
27,996,754

 
29,007,682

 
28,917,961

 
36,538,444

 
 
 
 
 
 
 
 
Net loss (income) per common share
 
 
 
 
 
 
 
Basic and diluted
$
(0.19
)
 
$
(0.03
)
 
$
(0.07
)
 
$
(0.10
)
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Current assets
$
43,692,794

 
$
50,140,037

 
$
49,615,774

 
$
57,627,924

Long-term investment securities
$

 
$
2,327,667

 
$
922,648

 
$
1,066,643

Other assets
$
52,820

 
$
390,934

 
$
205,737

 
$
5,853

Total assets
$
43,745,614

 
$
52,858,638

 
$
50,744,159

 
$
58,700,420

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Current liabilities
$
835,676

 
$
1,065,876

 
$
768,895

 
$
1,010,237

Total liabilities
$
835,676

 
$
1,065,876

 
$
768,895

 
$
1,010,237

 
 
 
 
 
 
 
 
Stockholders’ equity
$
42,909,938

 
$
51,792,762

 
$
49,975,264

 
$
57,690,183

Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this registration statement.  The discussion may contain forward-looking statements based on current expectations that involve risks and uncertainties.  For additional information on our use of forward-looking statements, please see the “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” section on page 2 of this Registration Statement. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this registration statement.
Overview
Description of Business
Dyadic International, Inc. (“Dyadic”, “we”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with operations in the United States, a satellite office in the Netherlands and research organizations performing services under contract to Dyadic in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical) applications. This technology is based on the Myceliophthora thermophila fungus, which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins.

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On December 31, 2015, the Company sold its industrial technology business to DuPont Danisco (“DuPont”), the industrial biosciences business of DuPont (NYSE: DD) for $75.0 million (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and certain exceptions). DuPont retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of pharmaceutical products, for which it will make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents either owned by DuPont or licensed in by DuPont.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and manufacturing of human and animal vaccines (such as virus-like particles (VLPs) and antigens), monoclonal antibodies (mAbs), Bi-Specific antibodies, Fab antibody fragments, FC-Fusion proteins, biosimilars and/or biobetters, as well as other therapeutic enzymes and proteins. Additionally, in early 2018, we began to conduct certain funded research activities to further understand if, or how the C1 technology can be applied for use in developing and manufacturing metabolites.
Results of Operations
Nine Months Ended September 30, 2018 (Unaudited) Compared to Nine Months Ended September 30, 2017 (Unaudited)
Revenue, Cost of Revenue, and Provision for Contract Losses
The following table summarizes the Company’s revenue, cost of research and development revenue and provision for contract losses for the nine months ended September 30, 2018 and 2017:
 
Nine Months Ended September 30,
 
2018
 
2017
Research and development revenue
$
608,576

 
$
601,420

Cost of research and development revenue
$
519,331

 
$
541,848

Provision for contract losses
$

 
$
220,715

The changes in revenue and cost of research and development revenue were not material, reflecting different research collaborations completed in 2017 and new research collaborations started in 2018. The provision for contract losses recorded in 2017 was associated with the Company’s extended involvement in the ZAPI program and another research collaboration completed in 2017.
Research and Development
Research and development expenses for the nine months ended September 30, 2018 was approximately $1,655,000 compared to $1,364,000 for the same period a year ago. The increase of $291,000 primarily reflects the costs of additional internal research activities with third-party contract research organizations.
Research and development expenses - related party, for the nine months ended September 30, 2018 , increased to approximately $1,022,000 compared to $167,000 for the same period a year ago. The increase reflects the research and development costs related to the Company’s R&D Agreements with BDI, which started in July 2017.
General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2018 , decreased 21.9% to approximately $3,238,000 compared to $4,151,000 for the same period a year ago. The decrease primarily reflects reductions in litigation costs of $541,000 , legal costs of $356,000 and share-based compensation expenses of $148,000 , compensation cost associated with the departure of our former CFO of $72,000 and other cost reductions of $37,000 , offset by increases in business development and investor relations costs of $158,000 and SEC registration related costs of $83,000 .

30



Foreign Currency Exchange Gain
Foreign currency exchange loss for the nine months ended September 30, 2018 , was approximately $2,000 compared to a gain of $243,000 for the same period a year ago. The change reflects the reduction in cash balance carried in Euro and the currency fluctuation of the Euro in comparison to the U.S. dollar.
Interest Income
Interest income for the nine months ended September 30, 2018 , increased 61.6% to approximately $648,000 compared to $401,000 for the same period a year ago. The increase in interest income reflects the higher yield on the Company’s investment grade securities, which are classified as held-to-maturity.
Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016
Revenue, Cost of Revenue, and Provision for Contract Losses
 
Years Ended December 31,
 
2017
 
2016
Research and development revenue
$
758,420

 
$
592,886

Cost of research and development revenue
$
680,197

 
$
516,162

Provision for contract losses
$
220,715

 
$
436,916

The increases in research and development revenue, and the cost of research and development revenue reflected the activities of ZAPI and two confidential biopharmaceutical research collaborations that began in December 2016 and June 2017, respectively. The provision for contract losses principally reflected the increase in the total estimated research costs due to the Company’s extended involvement in the ZAPI program and one of the aforementioned biopharmaceutical research collaborations.
Research and Development Expenses
Research and developments costs are expensed as incurred and primarily include salary and benefit costs, third-party contract research organizations service and supply costs.
Research and development expenses for the year ended December 31, 2017, increased to $1,765,000 compared to $886,000 for the year ended December 31, 2016. The increase principally reflects the costs associated with ongoing and new research projects with third-party contract research organizations.
Research and development expenses - related party, for the year ended December 31, 2017, increased to $438,000 compared to $0 for the year ended December 31, 2016. The increase reflects the research and development costs related to the Company’s R&D Agreements with BDI.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2017 increased to $5,030,000 compared to $4,562,000 for the year ended December 31, 2016. The change principally reflects increase in new employment agreements for executives of $312,000, business development costs of $228,000, financial reporting costs of $93,000, and other of $8,000, offset by a reduction in legal and litigation costs of $118,000 and board compensation costs of $55,000.
Foreign Currency Exchange Gain or Loss
The Company’s foreign currency exchange gain, for the year ended December 31, 2017 was $249,000 compared to a loss of $147,000 for the year ended December 31, 2016. The change represents the strengthening of Euro in comparison to U.S. dollar.
Settlement of Litigation
On April 14, 2017, the Company received from Greenberg Traurig, LLP, and Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) a settlement in the amount of $4,500,000, net of legal fees and expenses. The Company made a payment of

31



$141,777 to Mark A. Emalfarb to satisfy a prior related contractual obligation regarding his portion of the settlement. The Company recorded a net amount of $4,358,223 after related expenses, in the first quarter of 2017.
On April 19, 2016, the Company received $2.1 million, in connection with the Company’s settlement with Bilzin Sumberg Baena Price & Axelrod LLP, in related professional liability litigation. The Company recorded this amount in the Company’s consolidated statement of operations, net of legal fees and expenses, for the year ended December 31, 2016.
Interest Income
Interest income for the year ended December 31, 2017 increased to $566,000 compared to $485,000, for the year ended December 31, 2016. The increase in interest income reflects returns earned on the Company’s investment grade debt securities, which are classified as held-to-maturity.
Income Taxes
The Company had net operating loss (“NOL”) carryforwards available in 2017 that will begin to expire in 2035. As of December 31, 2017, and 2016, the Company had NOLs in the amount of approximately $2.9 million and $8.2 million, respectively.
For the year ended December 31, 2017, the Company’s current income tax benefit of $66,694 consisted of differences between our estimated tax provisions and the actual amounts incurred of $167,784 offset by AMT taxes of $101,090.
Deferred tax assets as of December 31, 2017 and December 31, 2016 were approximately $3.9 million and $3.6 million, respectively. Due to the Company’s history of operating losses and the uncertainty regarding our ability to generate taxable income in the future, the Company has established a 100% valuation allowance against deferred tax assets as of December 31, 2017 and December 31, 2016.
Liquidity and Capital Resources
Our primary source of cash has been the cash received from the DuPont Transaction in December 2015, investment income, and funding from our research collaboration agreements. In 2017, the Company’s liquidity was further improved with the receipt of a litigation settlement of approximately $4.4 million, net of legal fees and other payments, and the release of escrowed funds from the DuPont Transaction of approximately $7.4 million. The Company completed its 2016 Stock Repurchase Program in February 2017. On August 16, 2017, the Board of Directors authorized the 2017 Stock Repurchase Program, under which the Company may repurchase up to $5 million of its outstanding common stock. On August 6, 2018, the Board of Directors authorized an extension of the 2017 Stock Repurchase Program through August 15, 2019. The Company expects to finance the 2017 Stock Repurchase Program from its existing cash on hand. As of September 30, 2018 , the Company has repurchased a total of 14,390,254 shares of its common stock at weighted average price of $1.52 for an aggregate purchase price of $21,814,530 .
Our ability to achieve profitability depends on a number of factors, including our scientific results and our ability to continue to obtain funded research and development collaborations from industry and government programs, as well as sublicense agreements. We may continue to incur substantial operating losses even if we begin to generate revenues from research and development and licensing. Our primary future cash needs are expected to be for general operating activities including additional costs and expenses related to our becoming an SEC reporting company and a potential uplisting to a national exchange, and our business development and research and development expenses. We believe our existing cash position and investments in investment grade securities will be adequate to meet our operational, business, and other liquidity requirements for the next twelve months.
At September 30, 2018 , cash and cash equivalents were approximately $1.7 million compared to $5.8 million at December 31, 2017 . The carrying value of investment grade securities, including accrued interest at September 30, 2018 was $41.1 million compared to $43.3 million at December 31, 2017 .

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At December 31, 2017, cash, cash equivalents and restricted cash were $5.8 million compared to $14.3 million at December 31, 2016. The carrying value of investment grade securities, including accrued interest as of December 31, 2017 was $43.3 million compared to $43.6 million at December 31, 2016.
 
Nine Months Ended September 30,
 
Year Ended December 31,
Cash flows:
2018
 
2017
 
2017
 
2016
Net cash used in operating activities
$
(3,178,357
)
 
$
(530,847
)
 
$
(2,606,258
)
 
$
(6,031,713
)
Net cash provided by (used in) investing activities
1,418,856

 
(2,690,777
)
 
103,000

 
(42,556,000
)
Net cash used in financing activities
(2,299,542
)
 
(5,694,739
)
 
(6,222,530
)
 
(13,120,391
)
Effect of exchange rate changes on cash
(12,600
)
 
252,420

 
257,920

 

Net decrease in cash, cash equivalents and restricted cash
$
(4,071,643
)
 
$
(8,663,943
)
 
$
(8,467,868
)
 
$
(61,708,104
)
Cash Flows from Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2018 of approximately $3.2 million resulted from a net loss of $5.2 million , offset by share-based compensation expense of $0.4 million , amortization of premium and discount on held-to-maturity securities of $0.6 million , and changes in operating assets and liabilities of $1.0 million .
Net cash used in operating activities for the nine months ended September 30, 2017 of approximately $0.5 million resulted from a net loss of $0.8 million , upfront collaboration payment of $1.1 million, foreign currency exchange gain of $0.2 million , and amortization of contract losses of $0.2 million , partially offset by share-based compensation expense of $0.6 million , amortization of premium on held-to-maturity security of $0.8 million , and changes in operating assets and liabilities of $0.5 million .
Net cash used in operating activities for the year ended December 31, 2017 of approximately $2.6 million was principally attributable to a net loss of approximately $2.1 million , BDI research and development activities of approximately $1.2 million , foreign currency exchange gain of approximately $0.2 million , amortization of contract losses of approximately $0.2 million , partially offset by stock based compensation expense of approximately $0.6 million , changes in operating assets and liabilities of approximately $0.3 million , and net amortization of premium on held-to-maturity securities of approximately $0.2 million .
Cash Flows from Investing Activities
Net cash provided by investing activities for the nine months ended September 30, 2018 was approximately $1.4 million compared to net cash used in investing activities of $2.7 million for the same period a year ago. Cash flows from investing activities in 2018 and 2017 were primarily related to purchases and maturities of investment grade securities.
Net cash provided by investing activities for the year ended December 31, 2017 of approximately $0.1 million was primarily related to proceeds from maturities, net of purchases of investment grade debt securities.
Cash Flows from Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2018 was approximately $2.3 million compared to $5.7 million for the same period a year ago. Cash flows used in financing activities in 2018 and 2017 were primarily related to repurchases of common stock.
Net cash used in financing activities for the year ended December 31, 2017 of approximately $6.2 million was primarily attributable to the repurchase of common stock.
Quantitative and Qualitative Disclosures about Market Risk
The primary objective of our investment activities is to preserve principal while maximizing our income from investments and minimizing our market risk. We currently invest in government money market funds and investment-grade corporate debt in accordance with our investment policy, which we may change from time to time. The securities in which we invest have market risk. This means that a change in prevailing interest rates, and/or credit risk, may cause the fair value of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the fair value of our investment will probably decline. As of September 30, 2018 , our portfolio of financial

33



instruments consists of cash equivalents, short-term and long-term interest-bearing securities, including government money market funds and corporate bonds. The average duration of all of our held-to-maturity investments held as of September 30, 2018 , was less than 12 months. Due to the short-term nature of these financial instruments, we believe there is minimal exposure to interest rate risk, and/or credit risk, arising from our portfolio of financial instruments.
In general, we conduct the majority of our business in U.S. dollars and the euro, both considered to be among the most stable currencies in the world.  We do not hedge currency risks of non-U.S.-dollar-denominated transactions with currency forward contracts or swaps. Gains and losses on these non-U.S.-currency transactions are generally offset by corresponding losses and gains through natural hedges. Substantially all of our revenue and operating expenditures are transacted in U.S. dollars and the euro. For further information, see “Risk Factors” on Item 1A of this Form 10.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Summary of Critical Accounting Policies
The preparation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements.
We define critical accounting policies as those that are reflective of significant judgments and uncertainties and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:
Revenue Recognition
The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third party collaborations and government grants. The Company may generate future revenue from license agreements and collaborative arrangements, which may include upfront payments for licenses or options to obtain a license, payment for research and development services, milestone payments, and royalties.
The Company typically performs research and development services as specified in each respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step process outlined in Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation.
Under the input methods, revenue will be recognized on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations.
A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods.

34



We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate.
The Company adopted the following practical expedients and exemptions: We generally expense sales commissions when incurred because the amortization period would be one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Provision for Contract Losses
The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract. The provision for contract losses is based on judgment and estimates, including revenues and costs, where applicable, the consideration of our business partners’ reimbursement, and when such loss is deemed probable to occur and is reasonable to estimate.
Accrued Research and Development Expenses
In order to properly record services that have been rendered but not yet billed to the Company, we review open contracts and purchase orders, communicate with our personnel and we estimate the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly or quarterly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. Examples of accrued research and development expenses include amounts owed to contract research organizations, to service providers in connection with commercialization and development activities.
Stock-Based Compensation
We have granted stock options and restricted stock to employees, directors and consultants. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model considers volatility in the price of our stock, the risk-free interest rate, the estimated life of the option, the closing market price of our stock and the exercise price. For purposes of the calculation, we assumed that no dividends would be paid during the life of the options and restricted stock and applied a discount to reflect the lack of marketability due to the holding period restriction of its shares under Rule 144. We also used the weighted-average vesting period and contractual term of the option as the best estimate of the expected life of a new option (except for our CEO which is 5 years). The Company performs a review on assumptions used in the Black-Scholes option-pricing model on an annual basis. During the Company’s annual review of its volatility assumption in 2018, the Company determined that it would be appropriate to use the Company’s historical volatilities since 2016, as the DuPont Transaction resulted in significant changes in the Company’s business and capital structure. The change in assumption is effective January 1, 2018 and only impacts new options granted in 2018.
The estimates utilized in the Black-Scholes calculation involve inherent uncertainties and the application of management judgment. These estimates are neither predictive nor indicative of the future performance of our stock. As a result, if other assumptions had been used, our recorded share-based compensation expense could have been materially different from that reported. In addition, because some of the options and restricted stock issued to employees, consultants and other third-parties vest upon the achievement of certain milestones, the total ultimate expense of share-based compensation is uncertain.
In connection with board member and employee terminations, the Company may modify certain terms to outstanding share-based awards. We have recorded charges related to these modifications based on the estimated fair value of the share-based options immediately prior to and immediately after the modification occurs, with any incremental value being charged to expense. We have used the Black-Scholes pricing model in this valuation process, and this requires management to use various assumptions and estimates. Future modifications to share-based compensation transactions may result in significant expenses being recorded in our consolidated financial statements.

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Accounting for Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized.
In determining taxable income for the Company’s consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents a company’s potential future obligation to the taxing authority for a tax position that was not recognized because of applying the provision of ASC 740. The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and is effective January 1, 2018. The new legislation includes, among other things a reduction of the U.S. corporate income tax rate from 35% to 21%, and a change to alternative minimum taxes.
As of September 30, 2018, the Company did not record any provisional estimate related to the changes in the alternative minimum tax. The staff of the SEC recognized the complexity of determining the impact of the TCJA, and on December 22, 2017 issued guidance in Staff Accounting Bulletin 118 (“SAB 118”). SAB 118 allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company will continue to analyze the TCJA and related accounting guidance and interpretations in order to finalize any impact within the measurement period. We currently anticipate recording any resulting adjustments by the end of 2018.
Item 3. Properties
The Company’s corporate headquarters are located in Jupiter, Florida. The Company occupies approximately 4,900 square feet with a monthly rental rate and common area maintenance charges of approximately $9,450. The lease expires on June 30, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies approximately 258 square feet with annual rentals and common area maintenance charges of approximately $4,700. The lease expires on January 31, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
We believe that our current and anticipated facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space is available to accommodate any expansion of our operations, but such space may not be available in the same building, if and when such space is needed.

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Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2018 (except as noted below), by:
each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock;
each of our directors, named executive officers; and
all of our directors and executive officers as a group.
The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of December 31, 2018 . Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.
As of December 31, 2018 , the Company has 38,966,988 shares of common stock issued and 26,713,486 shares of common stock outstanding with the remaining 12,253,502 shares held in treasury. The beneficial ownership table below includes those shares of common stock underlying options that are currently exercisable or exercisable within sixty (60) days of December 31, 2018 , but excludes those shares issued or repurchased subsequent to December 31, 2018 :
Name and Address of Beneficial Owner  (1)
Number of Common Shares Held
 
Options Exercisable within 60 Days
 
Number of Common Share Equivalents Beneficially Owned
 
Percentage of Common Share Equivalents Beneficially Owned (%) (2)
Five Percent Shareholders:
 
 
 
 
 
 
 
Mark A. Emalfarb (3)
4,116,987

 
570,000

 
4,686,987

 
17.2%
The Francisco Trust U/A/D February 28, 1996 (4)
3,781,849

 

 
3,781,849

 
14.2%
Bandera Master Fund L.P. (5)
2,490,271

 

 
2,490,271

 
9.3%
Pinnacle Family Office Investments, L.P. (6)
1,500,000

 

 
1,500,000

 
5.6%
 
 
 
 
 
 
 
 
Named Executive Officers and Directors:
 
 
 
 
 
 
 
Mark A. Emalfarb (3)
4,116,987

 
570,000

 
4,686,987

 
17.2%
Michael P. Tarnok
188,929

 
144,063

 
332,992

 
1.2%
Jack L. Kaye
72,707

 
119,063

 
191,770

 
*
Seth J, Herbst, M.D.
30,000

 
239,063

 
269,063

 
1.0%
Arindam Bose, Ph.D

 
93,750

 
93,750

 
*
Barry C. Buckland, Ph.D

 
21,875

 
21,875

 
*
Ping W. Rawson
18,500

 
25,945

 
44,445

 
*
Ronen Tchelet, Ph.D

 
360,000

 
360,000

 
1.3%
Matthew S. Jones

 
90,000

 
90,000

 
*
All current executive officers and directors as a group
4,427,123

 
1,663,759

 
6,090,882

 
21.5%
(9 persons)
 
 
 
 
 
 
 
___________________
* Less than 1%
(1)
Except as otherwise noted, the address for each shareholder is c/o Dyadic International, Inc., 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477.
(2)
Based on 26,713,486 shares of common stock outstanding as of December 31, 2018 . Shares of common stock subject to options that are currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage of the person holding such options, but are not deemed outstanding for purposes of computing the percentage of any other person.

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(3)
Includes 4,116,987 shares held by Mark A. Emalfarb beneficially through the MAE Trust U/A/D October 1, 1987, of which Mr. Emalfarb is the sole beneficiary and serves as sole trustee. In addition, Mr. Emalfarb holds 570,000 shares of common stock underlying options that are presently exercisable. Based on the information available to us, the address of the MAE Trust U/A/D October 1, 1987 is 193 Spyglass Court, Jupiter, 33477.
(4)
The trustee of the Francisco Trust is Adam Morgan, and the beneficiaries thereof are the spouse and descendants of Mark A. Emalfarb. The address of the Francisco Trust is 3128 San Michele Drive, Palm Beach Gardens, Florida 33418. Mr. Emalfarb disclaims beneficial ownership of such shares.
(5)
Based on the information available to us, the address is c/o Bandera Master Fund L.P., 50 Broad Street #1820, New York, NY 10004.
(6)
Based on the information available to us, the address is c/o Pinnacle Family Office Investments, L.P., 5910 North Central Expressway, Suite 1475, Dallas, TX 75206.
Item 5. Directors and Executive Officers
The following table provides information regarding our executive officers and directors as of January 14, 2019 :
Name
 
Age
 
Position(s)
 
Director Since
Mark A. Emalfarb (1)(5)
 
63
 
President, Chief Executive Officer, Director
 
2004
Ping W. Rawson (6)
 
43
 
Chief Accounting Officer
 
Ronen Tchelet, Ph.D.
 
61
 
Vice President of Research and Business Development
 
Matthew S. Jones
 
41
 
Managing Director of Business Development and Licensing
 
Michael P. Tarnok (1)(2)(3)(4)
 
64
 
Chairman, Director
 
2014
Jack L. Kaye (1)(2)(3)
 
75
 
Director
 
2015
Seth J. Herbst, MD (1)(3)(4)(5)
 
61
 
Director
 
2008
Arindam Bose, Ph.D. (1)(2)(5)
 
66
 
Director
 
2016
Barry C. Buckland, Ph.D. (1)(4)(5)
 
71
 
Director
 
2018
___________________
(1)
Member of the Board of Directors.
(2)
Member of the Audit Committee.
(3)
Member of the Compensation Committee.
(4)
Member of the Nominating Committee.
(5)
Member of the Science and Technology Committee.
(6)
Thomas L. Dubinski, former Vice President and Chief Financial Officer, left the Company for medical reasons, which was announced on March 15, 2018. Ping W. Rawson, the Company’s Director of Financial Reporting since June 2016, was promoted to Chief Accounting Officer on March 14, 2018 and currently serves as the Company’s principal financial officer and assumed responsibility for finance, tax and treasury.

Executive Officers
Mark A. Emalfarb, President, Chief Executive Officer and Director
Mark A. Emalfarb is the founder of Dyadic, and currently serves as the Chief Executive Officer and a member of the Board of Directors of the Company. He has been a member of Dyadic’s board of directors and has previously served as its Chairman from October 2004 until April 2007 and from June 2008 until January 2015. Since founding the predecessor to Dyadic in 1979, Mr. Emalfarb has served as a Director, President and Chief Executive Officer for substantially all of that time and has successfully led and managed the evolution of Dyadic from its origins as a pioneer and leader in providing ingredients used in the stone-washing of blue jeans to the discovery, development, manufacturing and commercialization of specialty enzymes used in various industrial applications and the development of an integrated technology platform based on Dyadic’s patented and proprietary C1 fungal microorganism. Mr. Emalfarb is an inventor of over 25 U.S. and foreign biotechnology patents and patent applications resulting from discoveries related to the patented and proprietary C1 fungus, and has been the architect behind its formation of several strategic research and development, manufacturing and marketing relationships with U.S. and international partners. Mr. Emalfarb earned his B.A. degree from the University of Iowa in 1977.
Ping W. Rawson, Chief Accounting Officer
Ping W. Rawson was appointed as our Chief Accounting Officer in March 2018. She currently serves as the Company’s principal financial officer, and is responsible for all aspects of finance, tax and treasury. Prior to joining Dyadic in June 2016 as our Director of Financial Reporting, Ms. Rawson served as a technical accounting management position for ADT security services, where she led accounting and financial reporting workstream for acquisition, integration and restructuring. Prior to that, Ms. Rawson was an accounting research principal for NextEra Energy, Inc. (Florida Power & Light Company), where she was responsible for accounting research and new standards implementation. Previously, Ms. Rawson was a manager at Deloitte in New York City, where she was a subject matter specialist for derivatives, financial instruments and valuation, providing audit,

38



SEC reporting, and capital markets consulting services to large banking and multinational public companies in the financial service industry. Ms. Rawson holds both a M.B.A. in Finance, and a M.S. in Accounting from the State University of New York at Buffalo, and a B.S. in Economics from Guangdong University of Foreign Studies in China. She is a certified public accountant in the state of New York.
Ronen Tchelet, Ph.D., Vice President of Research and Business Development
Ronen Tchelet, Ph.D. joined Dyadic in May 2014, and has been our Vice President of Research and Business Development since January 2016. Since joining Dyadic, Dr. Tchelet has been a key contributor to Dyadic’s transformation into a pharmaceutical biotech company. Prior to joining Dyadic, Dr. Tchelet was the founder and Managing Director of Codexis Laboratories Hungary kft. (“CLH”) and a Vice President of Codexis Inc. from 2007 through 2014. While at CLH, Dr. Tchelet established a state-of-the-art laboratory for strain engineering and all aspects of fermentation including process optimization and scale up. During this time period, Dr. Tchelet also led a collaboration that successfully developed C1 technology for the Biofuel and the Bio-Industrial enzymes applications. Dr. Tchelet’s experience in the pharmaceutical industry includes prior employment at TEVA Pharmaceutical Industries LTD (“TEVA”), API Division during the late 2000’s to 2006. While at TEVA, he served as a Chief Technology Officer of Biotechnology and head of TEVA’s Biotechnology Research and Development fermentation plant in Hungary. Also during the period of 2000 through 2005, Dr. Tchelet was the Director of Quality Assurance for TEVA’s flag ship innovative drug, COPAXONE®. Throughout his career, Dr. Tchelet has led several Biotechnology projects that have encompassed all aspects of research and development, operations management, and manufacturing of API’s and biologics. Dr. Tchelet received his Ph.D. in Molecular Microbiology and Biotechnology from Tel Aviv University in 1993 and did his postdoctoral work as an EERO fellow at the Institute of Environmental Science and Technology (EAWAG) in Switzerland.
Matthew S. Jones, Managing Director of Business Development and Licensing
Matthew S. Jones joined Dyadic in May 2016, and serves as our Managing Director of Business Development and Licensing to lead Dyadic’s strategic partnerships, licensing and commercial opportunities within and across the biopharmaceutical industry. A veteran of the life sciences industry with two decades of commercial deal making and leadership experience, Mr. Jones has developed and implemented strategies which have delivered revenue growth, organically and through acquisitions, for a diverse range of life science businesses both in Europe and the US.  Prior to joining Dyadic, Mr. Jones served as Chief Commercial Officer for Concept Life Sciences from its formation until 2016. Prior to that, Mr. Jones was Vice President of Global Sales & Business Development at Lonza Biologics, where he implemented new income-generating revenue streams and captured enterprise synergies in manufacturing, research and client/vendor relationships.  From 2009 to 2012, Mr. Jones served as Executive Vice President of Business Development & Marketing at Ricerca Biosciences LLC, responsible for strategic partnerships, royalty and asset license optimization and marketing effectiveness and where Mr. Jones supported the Bain Ventures trade sale of the business toward WiL research. From 2003 to 2009, Mr. Jones was Senior Vice President of Business Development at MDS Pharma Services Inc., where he was responsible for global biopharmaceutical and clinical commercial growth strategies. Earlier in his career, Mr. Jones also held senior level leadership roles within the biopharmaceutical industry with Alkermes, Inc. and GlaxoSmithKline plc. Mr. Jones is a graduate of Warwick University and London Business School.
Non-Employee Directors
Michael P. Tarnok, Chairman, Director
Michael P. Tarnok joined Dyadic’s board of directors on June 12, 2014 and has served on the Company’s audit, nominating and compensation committees, and on January 12, 2015 Mr. Tarnok was appointed Dyadic’s Chairman of the Board of Directors. Mr. Tarnok is also currently a board member of Global Health Council, and Ionetix, Inc. In addition, Mr. Tarnok’s prior board service includes Keryx Biopharmaceuticals, Inc., where he also served as Chairman of the Board. Mr. Tarnok is a seasoned finance and operational executive with extensive pharmaceutical industry experience in a wide range of functional areas. He spent the majority of his career at Pfizer Inc., which he joined in 1989 as Finance Director-US Manufacturing and from 2000 to 2007 served as a Senior Vice President in Pfizer’s US Pharmaceutical Division. In this position, Mr. Tarnok managed multiple responsibilities for the division including, finance, access contracting, trade management, information technology, Sarbanes-Oxley compliance and the Greenstone generics division. Prior to joining Pfizer, Mr. Tarnok worked primarily in financial disciplines for ITT Rayonier, Inc., Celanese Corporation and Olivetti Corporation of America. Mr. Tarnok earned an M.B.A. in Marketing from New York University and a B.S. in Accounting from St. John’s University.
Jack Kaye, Director
Jack L. Kaye joined Dyadic’s board of directors in May 2015 and currently serves as chairman of the Company’s audit committee. He also serves on the Company’s compensation committee. Mr. Kaye is currently the Chairman of the audit committee

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and a member of the compensation committee and special transaction pricing committee of uniQure B.V. where he has served since May 2016. Mr. Kaye’s prior board service includes Keryx Biopharmaceuticals Inc., a position he has held from 2006 to May 2016 where he served as Chairman of the audit committee and he was also a member of their nominating and governance committee.  He also served on the boards of Tongli Pharmaceuticals (USA) Inc. and Balboa Biosciences, Inc., where he served as Chairman of both audit committees. In the past, Mr. Kaye was selected to participate on several dissident board slates which included the Astellas, Inc./OSI, Roche Pharmaceuticals, Inc./Illumina and the Horizon, Inc./Depomed hostile M&A transactions. Mr. Kaye was a partner at Deloitte LLP from 1978 until May 2006, when he retired. At Deloitte, Mr. Kaye was responsible for serving a diverse client base of public and private, global and domestic companies in a variety of industries. Mr. Kaye has extensive experience consulting with clients on accounting and reporting matters, private and public debt financings, SEC rules and regulations and corporate governance/ Sarbanes-Oxley issues. In addition, he has served as Deloitte’s Tristate liaison with the banking and finance community and assisted clients with numerous merger and acquisition transactions. Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than twenty years. He earned a B.B.A. from Baruch College and is a Certified Public Accountant.
Seth J. Herbst, MD, Director
Seth J. Herbst, MD has been on Dyadic’s board of directors since June 2008 and is a board certified obstetrician/gynecologist who is also board certified in advanced laparoscopic and minimally invasive gynecologic surgery.  Dr. Herbst is the founder and President of the Institute for Women’s Health and Body in May of 1997, an OB/GYN practice with multiple locations in Palm Beach County, Florida.  He is the co-founder of Visions Clinical Research since 1999, which performs medical and surgical clinical trials throughout the United States.  Dr. Herbst is also a consultant for multiple medical device companies in the United States and a member of medical advisory boards for these and other companies.  He received his B.S. degree from American University in 1978 and his medical degree from Universidad del Noreste School of Medicine in Tampico, Mexico in 1983.  Dr. Herbst completed his OB/GYN residency and was Chief Resident at Long Island College Hospital in Brooklyn, New York.
Arindam Bose, Ph.D., Director
Arindam Bose, Ph.D. joined Dyadic’s board of directors on August 15, 2016 and serves on the Company’s audit and science and technology committees. Dr. Bose retired from Pfizer Worldwide Research & Development in 2016 after 34 years in leadership roles in bioprocess development and clinical manufacturing. Dr. Bose’s final position at Pfizer was Vice-President, Biotherapeutics Pharmaceutical Sciences External Affairs and Biosimilar Strategy with responsibility for external sourcing, competitive intelligence and external influencing as well as for executing the technical development plan for Pfizer’s entry into biosimilars. He is widely recognized as a Key Thought Leader in the biopharmaceutical industry. Dr. Bose has served as the Chair of the Biologics and Biotechnology Leadership Committee of the Pharmaceutical Research and Manufacturers of America (PhRMA), the chief advocacy arm of the US pharmaceutical industry. His outstanding accomplishments and service to the profession have been recognized by his election as “Fellow” of 3 leading professional organizations: American Chemical Society, American Institute of Chemical Engineers and American Institute for Medical and Biological Engineering. Dr. Bose was elected to the US National Academy of Engineering in February 2017 for innovative research in biologics manufacturing. He received a Ph.D. in chemical engineering from Purdue University, a M.S. from the University of Michigan, Ann Arbor and a B. Tech from the Indian Institute of Technology, Kanpur.
Barry C. Buckland, Ph.D., Director
Barry Buckland, Ph.D. joined Dyadic’s board of directors in January 2018. Dr. Buckland retired from Merck Research Laboratories in 2009 after 28 years of contributions to the Bioprocess R&D group including more than 12 years as leader in the position of Vice President. Since leaving the Merck Research Laboratories, Dr. Buckland has headed up his own consulting company (BiologicB, LLC). He also is President of Engineering Conferences International (ECI), a not for profit organization which organizes prestigious conferences with an engineering focus. Dr. Buckland has chaired successful conference such as Microbial Engineering I and Vaccine Technology Conferences I to IV. He is also a visiting professor at University College London in the Biochemical Engineering Department and is the author or co-author of more than 70 publications. His previous Board experience includes Enumeral Biomedical and Mucosis. Dr. Buckland was a Senior Advisor to Protein Sciences until they were purchased by Sanofi in 2017. Dr. Buckland became Executive Director of NIIMBL (National Institute for Innovation for Manufacturing Biopharmaceuticals) in 2017. Dr. Buckland was elected to the USA National Academy of Engineering in 1997. In 2008, Dr. Buckland was awarded the ACS Marvin Johnson award for Biotechnology. In 2009, Dr. Buckland was awarded the Discoverers Award by the Pharmaceutical Research and Manufacturers of America (PhRMA) for his role in the discovery and development of GARDASIL, an effective vaccine against HPV. He was one of three recipients.

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Involvement in Certain Legal Proceedings
None of our directors or executive officers have been convicted in any criminal proceeding during the past 10 years and none of them have been parties to any judicial or administrative proceeding during the past 10 years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws or commodities laws. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our directors or officers, nor has any bankruptcy petition been filed against a partnership or business association in which these persons were general partners, directors or executive officers.
Related Party Relationships
There are no family relationships between or among any of our directors or executive officers.
There are no arrangements or understandings between any two or more of our directors or executive officers, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.
Board of Directors and Committees
The Board is responsible for directing and overseeing the business and affairs of the Company. The Board represents the Company’s shareholders and its primary purpose is to build long-term shareholder value. The Board meets on a regularly scheduled basis during the year to review significant developments affecting the Company and to act on matters that, in accordance with good corporate governance, require Board approval. It also holds annual meetings and acts by unanimous written consent when an important matter requires Board action between scheduled meetings.
We have a classified board of directors currently fixed at six members. The board has four committees: Audit, Compensation, Nominating, and Science and Technology. Currently, Mr. Michael P. Tarnok serves as Chairman of the Board of Directors. Mr. Jack Kaye serves as Chairman of the Audit Committee, Mr. Michael Tarnok serves as Chairman of the Compensation Committee, Dr. Seth Herbst serves as Chairman of the Nominating Committee, and Dr. Arindam Bose serves as Chairman of the Science and Technology Committee.
Audit Committee. The Audit Committee has oversight responsibility for quality and integrity of our consolidated financial statements. A copy of the Charter of the Audit Committee is available on our website, located at www.Dyadic.com . The committee meets privately with members of our independent registered public accounting firm, has the sole authority to retain and dismiss the independent registered public accounting firm and reviews its performance and independence from management. The independent registered public accounting firm has unrestricted access and reports directly to the committee. The primary functions of the Audit Committee are to oversee (i) the audit of our consolidated financial statements and (ii) our internal financial and accounting processes.
The SEC, NYSE and NASDAQ have established rules and regulations regarding the composition of audit committees and the qualifications of audit committee members. Although we are not required to comply with SEC, NYSE and NASDAQ rules, our Board of Directors has examined the composition of our Audit Committee and the qualifications of our Audit Committee members in light of the current rules and regulations governing audit committees. Based upon this examination, our Board of Directors has determined that each member of our Audit Committee is independent and is otherwise qualified to be a member of our Audit Committee in accordance with the rules of the SEC, NYSE and NASDAQ.
Additionally, the SEC requires that at least one member of the audit committee have a heightened level of financial and accounting sophistication. Such a person is known as the audit committee financial expert under the SEC’s rules. Although we are not required to comply with SEC, NYSE and NASDAQ rules, our Board of Directors has determined that Mr. Kaye is an audit committee financial expert, as the SEC defines that term, and is an independent member of our Board of Directors and our Audit Committee. Please see Mr. Kaye’s biography included in this Form 10 for a description of his relevant experience.
Compensation Committee. The duties and responsibilities of the Compensation Committee are set forth in the Charter of the Compensation Committee. A copy of the Charter of the Compensation Committee is available on our website, located at www.Dyadic.com . As discussed in its charter, among other things, the duties and responsibilities of the Compensation Committee include evaluating the performance of the Chief Executive Officer, Chief Financial Officer and other key personnel of the Company, including, but not limited to, our incentive and equity-based plans. The Compensation Committee evaluates the performance of the Chief Executive Officer, Chief Financial Officer and other key personnel of the Company on an annual basis and reviews and

41



approves on an annual basis all compensation programs and awards relating to such officers and key personnel. The Compensation Committee applies discretion in the determination of individual executive compensation packages to ensure compliance with the Company’s compensation philosophy. The Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation packages for officers other than himself.
Nominating Committee. The Nominating Committee’s functions include: establishing criteria for the selection of new directors to serve on the board of directors; identifying individuals believed to be qualified as candidates to serve on the board of directors; recommending for selection by the board of directors the candidates for all directorships to be filled by the board of directors or by the shareholders at an annual or special meeting; reviewing the board of directors’ committee structure and recommending to the board of directors the directors to serve on the committees of the board; recommending members of the board of directors to serve as the respective chairs of the committees of the board of directors; developing and recommending to the board of directors, for its approval, an annual self-evaluation process of the board of directors and its committees and, based on those results, making recommendations to the board of directors regarding those board processes; and performing any other activities consistent with the committee’s charter, our bylaws and applicable law as the committee or the board of directors deems appropriate. A copy of the Charter of the Nominating Committee is available on our website, located at www.Dyadic.com .
The Nominating Committee does not currently have any formal minimum qualification requirements that must be met by a nominee to serve as a member of the board of directors. The Nominating Committee will take into account all factors it considers appropriate, which may include experience, accomplishments, education, understanding of the business and the industries in which we operate, specific skills, general business acumen and the highest personal and professional integrity. The Nominating Committee generally seeks individuals with broad experience at the policy-making level in business, or with particular industry expertise. While we do not have a formal diversity policy for board membership, we look for potential candidates that help ensure that the board of directors has the benefit of a wide range of attributes. We believe that all of our directors should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must also represent the interests of all shareholders.
The Nominating Committee currently has no fixed process for identifying new nominees for election as a director, thereby retaining the flexibility to adapt its process to the circumstances. The Nominating Committee has the ability, if it deems it necessary or appropriate, to retain the services of an independent search firm to identify new director candidates. The Nominating Committee has determined that it will consider any potential candidate proposed by a member of our board or senior management. Any director candidate so proposed will be personally interviewed by at least one member of the Nominating Committee and our Chief Executive Officer and their assessment of his or her qualifications will be provided to the full Nominating Committee.
Our policy and procedures regarding director candidates recommended by shareholders are contained in the Nominating Committee’s charter. The Nominating Committee may consider for inclusion in its nominations for new directors any candidates recommended by shareholders, but must consider any candidate for director recommended by (i) any shareholder beneficially owning more than 5% of our outstanding common stock for at least one year as of the date the recommendation was made or (ii) a group of shareholders that beneficially owned, in the aggregate, more than 5% of our outstanding common stock, with each of the shares used to calculate that ownership held for at least one year as of the date the recommendation was made. The Nominating Committee will consider the candidate based on the same criteria established for selection of director nominees generally. The Nominating Committee reserves the right to reject any candidate in its discretion, including, without limitation, rejection of a candidate who has a special interest agenda other than the best interests of the Company and the shareholders, generally.
Science and Technology Committee. The responsibility of Science and Technology Committee is to periodically examine management’s strategic direction and investments in the Company’s biopharmaceutical research and development and technology initiatives. The duties and responsibilities of the Science and Technology Committee are set forth in the Charter of the Science and Technology Committee. A copy of the Charter of the Science and Technology Committee is available on our website located at www.Dyadic.com . As discussed in its charter, among other things, the duties and responsibilities of the Science and Technology Committee are following:
Review, evaluate and report to the Board regarding the performance of the Vice-President, Research and Development (and, his or her team), the contract research organizations being considered or working on behalf of the Company in achieving the strategic goals and objectives and the quality and direction of the Company’s biopharmaceutical research and development programs.
Identify and discuss significant emerging science and technology issues and trends.
Review the Company’s approaches to acquiring and maintaining a range of distinct technology positions (including but not limited to contracts, grants, collaborative efforts, alliances and capital investments).

42



Evaluate the soundness/risks associated with the technologies in which the Company is investing its research and development efforts.
Periodically review the Company’s overall patent strategies.
Independence of Directors
We are not currently listed on any national securities exchange that has a requirement that any members of the board of directors be independent. However, in evaluating the independence of its members and the composition of the committees of the board of directors, the board utilizes the definition of independence as that term is defined by the rules promulgated by the NYSE and NASDAQ, as applicable, and as the term is defined by the SEC for audit committee members. We believe that Drs. Herbst, Bose and Buckland, as well as Messrs. Kaye and Tarnok qualify as independent directors, as that term is defined by NYSE and NASDAQ rules and as defined by the SEC rules for audit committee membership.
Code of Conduct and Ethics
We have adopted a Code of Conduct and Ethics, or the Code, which applies to all of our directors and employees, including our principal executive officer and principal financial officer. The Code includes guidelines dealing with the ethical handling of conflicts of interest, compliance with federal and state laws, financial reporting, and our proprietary information. The Code also contains procedures for dealing with and reporting violations of the Code. We have posted our Code of Conduct and Ethics on our website, located at www.Dyadic.com .
Item 6. Executive Compensation
Philosophy and Objectives
The philosophy underlying our executive compensation program is to provide an attractive, flexible and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our shareholders, customers, and communities where we have a strong presence. Our executive compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.  The organization’s executive compensation program is designed to:
Encourage the attraction and retention of high-caliber executives.
Provide a competitive total compensation package, including benefits.
Reinforce the goals of the organization by supporting teamwork and collaboration.
Ensure that pay is perceived to be fair and equitable.
Be flexible to potentially reward individual accomplishments as well as organizational success.
Ensure that the program is easy to explain, understand, and administer.
Balance the needs of the both the Company and employees to be competitive with the limits of available financial resources.
Ensure that the program complies with state and federal legislation.
From time to time, the Company will consult with a compensation specialist to determine whether its overall compensation practices and policies are appropriate for the specific market conditions for the Company and the industries in which it operates.

43



Summary Compensation Table
The following table summarizes the compensation paid or accrued to our “named executive officers” (as defined by the SEC’s disclosure requirements) during the fiscal years 2017 and 2018:
Name and Principal Position
 
Year
 
Salary ($)
 
Stock Awards ($)
 
Option Awards ($) (1)(2)
 
Nonequity incentive plan compensation ($)
 
Nonqualifed deferred compensation earnings ($)
 
All other payments ($) (3)
 
Total ($)
Mark A. Emalfarb (*)
 
2018
 
$
393,012

 
$

 
$
99,900

 
$

 
$

 
$
468,891

 
$
961,803

President, CEO and Director
 
2017
 
$
382,044

 
$

 
$
120,000

 
$

 
$

 
$
655,026

 
$
1,157,070

Ping W. Rawson (4)
 
2018
 
$
199,755

 
$

 
$
34,600

 
$

 
$

 
$
7,996

 
$
242,351

Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Ronen Tchelet, Ph.D. (5)
 
2018
 
$
212,320

 
$

 
$
23,400

 
$

 
$

 
$
11,759

 
$
247,479

VP of Research and Business Development
 
2017
 
$
200,513

 
$

 
$
41,500

 
$

 
$

 
$
6,073

 
$
248,086

Matthew S. Jones (6)
 
2018
 
$
273,058

 
$

 
$
40,000

 
$

 
$

 
$

 
$
313,058

Managing Dir. of Bus. Dev and Licensing
 
2017
 
$
256,390

 
$

 
$
33,200

 
$

 
$

 
$

 
$
289,590

___________________
Notes:
(*)
Mr. Emalfarb also serves on the Board of Director, for which he receives no direct, indirect or incremental compensation.
(1)
The Option Awards amount reported in this column represented stock options granted in 2017 and 2018 (including annual share-based compensation awards and sign-on awards for Ms. Rawson upon promotion), vesting upon grant, one or four year anniversary in accordance with their individual employment agreement or consulting agreement.
(2)
The Option Awards amount reported in this column represented the grant date fair market value of each option granted in 2018, computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named executive officers. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements. The table above does not include the value of 175,000 shares of performance-based vesting stock options granted to Ms. Rawson in 2018, as the achievement of the conditions was not deemed probable at the grant date and the value of the awards was deemed zero in accordance with ASC 718. The estimated value of the awards at the grant date assuming that the performance conditions are achieved was $104,250. In the event that the performance conditions are not achieved, the option grants relating to any unattained milestones will be automatically canceled.
(3)
Other payments paid to Mr. Emalfarb in 2018 included $12,891 for car allowance, $11,000 for the Company’s contribution to the 401(k) retirement plan, and $445,000 for installment payments relating to his prior employment agreement. Other payments paid to Mr. Emalfarb in 2017 included $141,777 for a litigation settlement payment, $12,891 for car allowance, $55,362 for the Company’s contribution and catch up amount to the 401(k) retirement plan, and $444,996 for installment payments relating to his prior employment agreement. Other payments paid to Ms. Rawson in 2018 included $7,996 for the Company’s contribution to the 401(k) retirement plan. Other payments paid to Mr. Tchelet included $11,759 and $6,073 for sales commission earned in 2018 and 2017, respectively.
(4)
On March 14, 2018, Ms. Rawson, the Company’s Director of Financial Reporting since June 2016, was promoted to the Company’s Chief Accounting Officer, and serves as the Company’s principal financial officer. The amounts represent the total compensation of Ms. Rawson served as the Company’s Director of Financial Reporting (prior to March 14, 2018) and Chief Accounting Officer (since March 14, 2018) for the year ended December 31, 2018.
(5)
The amounts represent the compensation for services of Mr. Tchelet for the year ended December 31, 2018, in accordance with the Sky Blue Biotech Agreement.
(6)
The amounts represent the compensation for services of Mr. Jones for the year ended December 31, 2018, in accordance with the Jones Consultant Agreement.

Employment Agreements
Mark A. Emalfarb
On June 21, 2016, the Company entered into a new employment agreement (the “Emalfarb Agreement”) with Mr. Emalfarb. The Emalfarb Agreement has an initial term of three years and automatic renewals of two years at the end of each term, unless either party provides a notice of nonrenewal, and provides that Mr. Emalfarb be employed as our President and Chief Executive Officer and that we will cause Mr. Emalfarb to be elected as a member of the Board. The material terms of the Emalfarb Agreement are summarized below:
Base Salary and Bonus . Mr. Emalfarb will receive an annual base salary of $375,000 and he may be eligible for an annual bonus award, with the timing and amount of any such bonus determined in the sole discretion of the Compensation Committee of the Board.
Performance Stock Options. Mr. Emalfarb will have the opportunity to be awarded three (3) annual stock option grants, each such annual option incentive stock option grant will be to purchase up to three hundred thousand (300,000) shares of common stock (the “Maximum Option Bonus”) based on performance achievements in 2016, 2017 and 2018. Performance incentives for the six-month period January-June 2019 will be agreed to by the Board and Mr. Emalfarb based solely on the Compensation

44



Committee’s evaluation of Mr. Emalfarb’s performance during that time period. The stock option grant(s), if granted by the Compensation Committee, will have a five-year term and shall vest on the grant date.
Upon the execution of the Emalfarb Agreement, Mr. Emalfarb received a stock option grant to purchase 100,000 shares of common stock (the “First Option”), with an exercise price equal to $1.67. On January 3, 2017, Mr. Emalfarb received a stock option grant to purchase 150,000 shares of common stock (the “Second Option”), with an exercise price equal to $1.63 per share. The First Option and Second Option together represent 83.3% of the 2016 Maximum Option Bonus. On January 2, 2018, Mr. Emalfarb received a stock option grant to purchase 270,000 shares of common stock for his 2017 performance, representing 90% of the 2017 Maximum Option Bonus. All options granted to Mr. Emalfarb vest immediately and have a five-year term from the date of grant.
Stock Exchange Stock Option . In addition, Mr. Emalfarb received a stock option grant to purchase up to four hundred thousand (400,000) shares of common stock at an exercise price of $1.67, equal to the closing price of Dyadic common stock on June 21, 2016. The stock option shall vest and become exercisable only if the Company’s shares of common stock commence trading on the Nasdaq Capital Markets or other stock exchange approved by the Board. The Stock Exchange stock option grant has a five-year term.
Licensing/Collaboration Transaction Stock Options. A stock option to purchase up to six hundred thousand (600,000) shares of common stock shall be proportionally awarded, vest and become exercisable when each of three (3) Bona Fide Licensing / Collaboration Transactions are entered into with the Company. A Bona Fide transaction is defined as a license, joint venture or other collaboration for a specific biological with the intent to commercialize and/or a license agreement that generates a cumulative five million dollars in non-refundable cash, or when either the vaccine or biologics pharmaceutical business categories are sold.
Severance Terms. Mr. Emalfarb will be eligible for severance benefits comparable to other executives at his level. In addition, if Mr. Emalfarb’s employment is terminated by the Company without cause, by Mr. Emalfarb for good reason, or due to Mr. Emalfarb’s death or disability, then the Company shall fulfill its obligations as for annual base salary through the effective date of termination and he will be entitled to receive his accrued but unpaid vacation through the date thereof plus, in the sole discretion of the Compensation Committee, the 2016, 2017, 2018 Maximum Option Bonus and performance incentive for the period January through June 21, 2019 may be awarded. In addition, all of Mr. Emalfarb’s unvested Stock Exchange Stock Options and Licensing/Collaboration Transaction Stock Options will vest immediately in the event milestones for which the options would have been awarded are achieved within one year from the date of termination or upon a change of control.
Change of Control . In the sole discretion of the Compensation Committee, Mr. Emalfarb may be awarded an additional bonus on or before the occurrence of a change of control.
Side Letter . In connection with the execution of the Emalfarb Agreement, the Company and Mr. Emalfarb entered into a separate agreement (the “Side Letter”) under which the Company agreed to pay Mr. Emalfarb in monthly installments over the initial term of the Emalfarb Agreement, $1,335,000, equal to the amount of the severance payments that would have been payable under his previous employment agreement if Mr. Emalfarb resigned for “good reason” in connection with a change in control.
Ping W. Rawson
In connection with Ping Rawson’s appointment as the Company’s Chief Accounting Officer, the Company’s Board of Directors approved compensation for Ms. Rawson as follows: Ms. Rawson will be entitled to an annual base salary of $210,000 and she is eligible for a discretionary annual performance bonus up to 100,000 stock options priced at the grant date. In addition, the Company granted Ms. Rawson a sign-on award of 50,000 stock options that will vest annually in equal installments over four years, and a conditional award of 50,000 stock options that will vest upon the Company’s becoming an SEC reporting entity. Such options will automatically vest, if for any reason the Board determines not to pursue SEC registration or in the event of a change of control. Ms. Rawson will be eligible for six months of severance benefits, if her services are no longer required due to a change of control or any reason other than for cause. Such severance benefits will increase to twelve months, one year from the effective date of the agreement or upon the Company becoming an SEC reporting entity, whichever occurs first.
Ronen Tchelet, Ph.D.
We entered into a consulting agreement with Sky Blue Biotech kft, dated January 1, 2016 (the “Sky Blue Biotech Agreement”), to engage Mr. Tchelet to serve as our Vice President of Research and Business Development. The engagement term of the Sky Blue Biotech Agreement is one year and will renew annually on the anniversary date of the agreement, unless the Company or Mr. Tchelet provides notice of non-renewal any time after the one year anniversary date with not less than 90 days’ notice. Mr. Tchelet is subject to an annual performance evaluation and adjustment of his base consulting fees, in the sole discretion

45



of the Company. Mr. Tchelet’s will be paid at the rate of €180,000 per annum in 2018 and he is also eligible for a discretionary annual target bonus of up to 40% of his base contract amount if specific performance targets are met. During the engagement period, Mr. Tchelet shall be entitled to reimbursement of all business travel, entertainment and other business expenses reasonably incurred in the performance of his duties for the Company. Additionally, if the Company enters into a licensing agreement or research and development agreement sourced and developed by Mr. Tchelet during the engagement period, Mr. Tchelet shall receive the following: (i) a commission of up to 1% of the up-front licensing revenue and (ii) a commission of up to 2.5% of the research and development revenue. Commissions will be paid quarterly within 30 days of the Company’s receipt of payment. On January 19, 2016, the Company granted Mr. Tchelet a stock option to purchase 200,000 shares of the Company’s common stock at $1.57 per share. The stock option was granted for a ten-year term and vests in four equal annual installments. On January 3, 2017, the Company granted Mr. Tchelet a stock option to purchase 50,000 shares of the Company’s common stock at $1.63 per share. On January 2, 2018, the Company granted Mr. Tchelet a stock option to purchase 60,000 shares of the Company’s common stock at $1.39 per share. The stock options granted in 2017 and 2018 have a ten-year term and vest in one year.
Mr. Tchelet is subject to certain restrictive covenants, including Company ownership of Mr. Tchelet’s work product which shall remain the sole and exclusive property of the Company, non-disclosure for five years following the date of execution of the agreement or for three years following the termination of agreement whichever is last to occur, and non-solicitation for five years following the termination of the Sky Blue Biotech Agreement.
Matthew S. Jones
We entered into a consulting agreement with Novaro Ltd. dated March 31, 2017 (the “Jones Consultant Agreement”) to engage Mr. Jones as our Managing Director Business Development and Licensing. The engagement term of the Jones Consultant Agreement is one year and will renew annually on the anniversary date of the agreement, unless the Company or Novaro Ltd. provides notice of non-renewal any time after the first annual anniversary date with then not less than 90 days’ notice. Mr. Jones is subject to an annual performance evaluation and adjustment of his base consulting fees, in the sole discretion of the Company. Mr. Jones will be paid £203,528 per annum in 2018 for the consulting services provided and he is eligible for a discretionary annual target bonus of up to 40% of the base contract value if specific performance targets are met as specified in the Jones Consultant Agreement. During the engagement period, Mr. Jones shall be entitled to reimbursement of all business travel, entertainment and other business expenses reasonably incurred in the performance of his duties on behalf of the Company. On January 3, 2017, the Company granted Mr. Jones a stock option to purchase 40,000 shares of the Company’s common stock at $1.63 per share. On January 2, 2018, the Company granted Mr. Jones a stock option to purchase 50,000 shares of the Company’s common stock at $1.39 per share. The stock options granted in 2017 and 2018 have a ten-year term and vest in one year.
Mr. Jones is subject to certain restrictive covenants, including Company ownership of Mr. Jones’ work product which shall remain the sole and exclusive property of the Company, non-disclosure for five years following the date of execution of the agreement or for three years following the termination of agreement whichever is last to occur, and non-solicitation for five years following the termination of agreement.

46



Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity award holdings held by our “named executive officers” (as defined by the SEC’s disclosure requirements) at December 31, 2018.
 
 
Option Awards
 
Stock Awards
 
 
Number of
Securities
Underlying
Unexercised
Options
 
Number of
Securities
Underlying
Unexercised
Options
 
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
 
Option
Exercise
 
Option
 
Number
of
Shares
or Units
of
Stock
That
Have
Not
 
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
 
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Name
 
(#)
Exercisable
 
(#)
Unexercisable
 
Options
(#)
 
Price
($)
 
Expiration
Date
 
Vested
(#)
 
Vested
($)
 
Vested
(#)
 
Vested
($)
Mark A. Emalfarb
 
50,000

 

 

 
$
1.71

 
4/13/2019
 
 

 
 
 
 
100,000

 

 

 
$
1.67

 
6/20/2021
 
 

 
 
 
(1)  

 

 
400,000

 
$
1.67

 
6/20/2021
 
 

 
 
 
 
150,000

 

 

 
$
1.63

 
1/3/2022
 
 

 
 
 
 
270,000

 

 

 
$
1.39

 
1/2/2023
 
 

 
 
Ping W. Rawson
(2)  
12,500

 
12,500

 

 
$
1.62

 
6/26/2026
 
 

 
 
 
(2)  
2,973

 
8,917

 

 
$
1.63

 
1/3/2027
 
 

 
 
 
(2)  

 
30,000

 

 
$
1.39

 
1/2/2028
 
 

 
 
 
(2)  

 
50,000

 

 
$
1.44

 
3/19/2028
 
 

 
 
 
(1)  

 

 
50,000

 
$
1.44

 
3/19/2028
 
 

 
 
 
(3)  

 

 
125,000

 
$
1.76

 
11/16/2028
 
 

 
 
Ronen Tchelet, Ph.D.
 
100,000

 

 

 
$
1.41

 
4/30/2024
 
 

 
 
 
(4)  
100,000

 
100,000

 

 
$
1.57

 
1/18/2026
 
 

 
 
 
 
50,000

 

 

 
$
1.63

 
1/3/2027
 
 

 
 
 
(4)  

 
60,000

 

 
$
1.39

 
1/2/2028
 
 

 
 
Matthew S. Jones
 
40,000

 

 

 
$
1.63

 
1/3/2027
 
 

 
 
 
(4)  

 
50,000

 

 
$
1.39

 
1/2/2028
 
 

 
 
 
(4)  

 
50,000

 

 
$
1.44

 
3/19/2028
 
 

 
 
___________________
(1)
Represent stock options issued in connection with the contingent compensation incentives discussed in their respective employment agreements, and will only vest upon the achievement of the performance milestones specified in the employment agreements. In the event that the performance milestones are not achieved, the option grants relating to any unattained milestones will be automatically canceled.
(2)
The options vest annually in equal installments over four years subsequent to the grant date.
(3)
The options will fully vest upon completion of the listing of the Company’s shares on the NASDAQ or another national stock exchange.
(4)
The options will vest upon the one-year anniversary subsequent to the grant date.

Pension Benefits
On October 1, 2009, the Company instituted a 401(k) defined contribution plan (the “401(k) Plan”) under which participants may elect to defer up to 100% of their compensation up to a maximum amount determined annually pursuant to Internal Revenue Service regulations. Employee contributions may begin 90 days after the date of hire and are immediately vested.  The 401(k) Plan provides a safe harbor basic match contribution for all eligible employees who make salary deferrals. The match contribution is equal to 100% of the employee’s salary deferral up to 4% of such employee’s annual deferred compensation.  This match contribution is credited to the employee’s account and is 100% vested.

47



Director Compensation
The following table sets forth the total compensation for our non-employee directors for the year ended December 31, 2018:
Name (4)
 
Fees earned or paid in cash (1)
 
Stock awards ($)
 
Options awards
($) (1)(2)(3)
 
Non-equity incentive plan compensation ($)
 
Nonqualifed deferred compensation earnings ($)
 
All other compensation ($)
 
Total ($)
Michael P. Tarnok
 
$
72,000

 
$

 
$
20,000

 
$

 
$

 
$

 
$
92,000

Jack L. Kaye
 
$
69,600

 
$

 
$
20,000

 
$

 
$

 
$

 
$
89,600

Seth J. Herbst, MD
 
$
60,000

 
$

 
$
20,000

 
$

 
$

 
$

 
$
80,000

Arindam Bose, Ph.D.
 
$
60,000

 
$

 
$
20,000

 
$

 
$

 
$

 
$
80,000

Barry C. Buckland, Ph.D. (4)
 
$
59,667

 
$

 
$
20,000

 
$

 
$

 
$

 
$
79,667

___________________
(1)
Effective January 1, 2016, directors who are also employees or officers of the Company or any of its subsidiaries do not receive any separate compensation as a director. Non-employee directors receive an annual retainer for board service of $60,000, paid in equal monthly installments. A director serving as Chairman of the Board shall also receive an additional annual retainer of $12,000, paid in equal monthly installments. An independent director who serves as Chair of the Company’s Audit Committee shall also receive an additional annual retainer of $9,600, paid in equal monthly installments. The annual stock option award for non-employee directors is 50,000 options. Newly appointed directors are issued 30,000 stock options in the first year. All options granted to directors vest 25% upon grant and the remaining 75% will vest annually in equal installments over four years.
(2)
The Stock Option Awards represented the grant date fair market value of each option granted in 2018, computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named directors. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements.
(3)
Options to purchase 205,000 shares (Mr. Tarnok), 180,000 shares (Mr. Kaye), 300,000 shares (Mr. Herbst), 180,000 shares (Mr. Bose), and 50,000 shares (Mr. Buckland) were outstanding at December 31, 2018.
(4)
Mr. Buckland was appointed to Dyadic’s Board of Directors in on January 3, 2018, and his annual fees were prorated.

Item 7. Certain Relationships and Related Transactions, and Director Independence
The following is a description of transactions since January 1, 2016 or related transactions to which we have been a party, in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two years, and in which any of our executive officers, directors or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation, termination and change in control arrangements, which are described above under “Executive Compensation.”
2010 Convertible Notes
On August 23, 2010, the Company completed a private placement of $4,000,000 aggregate principal of convertible subordinated secured promissory notes (the “2010 Notes”) with ten investors, some of whom are related parties.  Mark A. Emalfarb, our founder and Chief Executive Officer, was issued an aggregate amount of $1,000,000 of 2010 Notes. Michael J. Faby, our former Chief Financial Officer was issued an aggregate amount of $100,000 of 2010 Notes. Lisa Joy Emalfarb, the sister in law of our founder and Chief Executive Officer, was issued an aggregate amount of $100,000 of 2010 Notes. Univest Management, Inc. wholly owned by Frank P. Gerardi, our former Director, was issued an aggregate amount of $100,000 of the 2010 Notes.
The 2010 Notes paid interest quarterly at 8% per annum and were convertible at the holder’s option into unregistered shares of the Company’s common stock at a price of $1.82 per share, which represents 120% of the average closing price of the Company’s common stock for the 30-day period preceding August 23, 2010. The Company would not effect any conversion of the 2010 Notes, to the extent that after giving effect to such conversion, any holder would beneficially own in excess of 4.9% of the Company’s outstanding common stock (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation may be waived by the holder upon not less than 61 days prior notice.
On October 14, 2014, the Company extended the maturity date of the 2010 Notes to January 1, 2016. In conjunction with the extension of the 2010 Convertible Debt, the share conversion price was reduced from $1.82 to $1.48. The extended Convertible Debt also included a warrant provision in the event Dyadic elected to call the Convertible Debt early, in whole or in part, after March 31, 2015 and prior to the January 1, 2016 maturity date. Had the Convertible Debt holder(s), upon such call notice, elect not to convert their notes into common shares, Dyadic would pay the Convertible Debt holders’ their then current outstanding Convertible Debt balance, and issue warrants to purchase common stock equal to 25% of the redeemed Convertible Debt balance at $1.48 per common share. If such warrants were issued, the warrants would have a three year term.

48



On December 31, 2015, in connection with the DuPont Transaction, all of outstanding 2010 Notes were either repaid or converted into shares of Dyadic’s commons stock. A total of $3,268,000 in convertible debt and $65,897 in accrued interest was exchanged for 2,252,633 shares of Dyadic’s common stock and 563,160 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date. A total of $550,000 in debt and $11,090 in accrued interest was repaid in cash and 94,780 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date was issued to convertible debt holders who elected not to convert. Among them, the following are related parties:
A total of $1,000,000 in convertible debt and $20,164 in accrued interest owned by Mark A. Emalfarb, our founder and Chief Executive Officer, was exchanged for 689,300 shares of Dyadic’s common stock and 172,325 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date.
A total of $100,000 in debt and $2,016 in accrued interest owned by Michael J. Faby, our former Chief Financial Officer, was repaid in cash and an additional 17,233 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date was issued as he elected not to convert.
A total of $100,000 in debt and $2,016 in accrued interest owned by Lisa Joy Emalfarb, the sister in law of our founder and Chief Executive Officer, was repaid in cash and an additional 17,233 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date was issued as she elected not to convert.
A total of $100,000 in convertible debt and $2,016 in accrued interest owned by Univest Management, Inc. wholly owned by Frank P. Gerardi, our former Director, was exchanged for 68,930 shares of Dyadic’s common stock and 17,233 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date.
2011 Convertible Notes
In October 2011, the Company completed a private placement of $3,000,000 aggregate principal of convertible subordinated secured promissory notes (the “2011 Notes”) with five investors, some of whom are related parties. The Francisco Trust, under agreement dated February 28, 1996, as amended (the “Francisco Trust”), a trust administered at that time by Morley Alperstein, the former father-in-law of Mark A. Emalfarb, our founder and chief executive officer, and the beneficiaries thereof are the spouse and descendants of Mark A. Emalfarb, was issued an aggregate amount of $500,000 of 2011 Notes. Michael J. Faby, our former Chief Financial Officer was issued an aggregate amount of $50,000 of 2011 Notes. Univest Management, Inc., wholly owned by Frank P. Gerardi, our former Director, was issued an aggregate amount of $50,000 of 2011 Notes. 
The 2011 Notes paid interest quarterly at 8% per annum and were convertible at the holder’s option into unregistered shares of the Company’s common stock at a price equal to the lesser of $1.28 per share. The Company agreed not affect any conversion of the 2011 Notes, to the extent that after giving effect to such conversion, any holder would beneficially own in excess of 4.9% of the Company’s outstanding common stock. The Beneficial Ownership Limitation may be waived by the holder upon not less than 61 days prior notice. On October 7, 2013, the Company extended the maturity date of the 2011 Notes to January 1, 2015. The amendment includes a provision that allows the Company to prepay all or part of the outstanding principal, without penalty, any time after March 31, 2014.
On October 14, 2014, the Company extended the maturity date of the 2011 Notes to January 1, 2016. The extended Convertible Debt also included a warrant provision in the event Dyadic elected to call the Convertible Debt early, in whole or in part, after March 31, 2015 and prior to the January 1, 2016 maturity date. Had the Convertible Debt holder(s), upon such call notice, elect not to convert their notes into common shares, Dyadic would pay the Convertible Debt holders’ their current outstanding Convertible Debt balance, and issue warrants to purchase common stock equal to 25% of the redeemed Convertible Debt balance at $1.48per common share. The $1.48 was the market closing price of Dyadic’s stock on the date of the transaction. If such warrants were issued, the warrants would have a three year term.
On April 13, 2015, $50,000 of the 2011 Notes owned by Michael J. Faby, our former Chief Financial Officer, was repaid together with accrued interest.
On December 31, 2015, in connection with the DuPont Transaction, all of the outstanding 2011 Notes were either repaid or converted into shares of Dyadic’s commons stock. A total of $2,842,787 in convertible debt and $54,079 in accrued interest was exchanged for 2,263,177 shares of Dyadic’s common stock and 489,336 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date. Among them, the following are related parties:
A total of $500,000 in convertible debt and $10,082 in accrued interest owned by the Francisco Trust, a trust administered at that time by Morley Alperstein, the former father-in-law of Mark A. Emalfarb, our founder and chief executive officer, and the beneficiaries thereof are the spouse and descendants of Mark A. Emalfarb, was exchanged

49



for 398,502 shares of Dyadic’s common stock and 86,163 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date.
A total of $50,000 in convertible debt and $1,008 in accrued interest owned by Univest Management, Inc. wholly owned by Frank P. Gerardi, our former Director, was exchanged for 39,850 shares of Dyadic’s com mon stock and 8,616 warrants with a $1.48 per share strike price with a December 31, 2016 expiration date.
Warrant Exercise
During the year ended December 31, 2016 , 1,147,273 warrants with an exercise price of $1.48 per share were exercised, resulting in an aggregate issuance of 121,312 shares of our common stock. Of which, 17,233 warrants were cash exercised with a net proceed to the Company of $25,505 and 1,130,040 warrants were net (cashless) settled in shares of common stock based on the difference between the exercise price and the volume weighted average market price on the exercise date, resulting in an issuance of 104,079 shares of common stock. In 2016, there were an additional 2,500 shares of common stock issued in connection with warrants exercised in 2015. Among them, the following are related parties:
A total of 172,325 warrants owned by Mark A. Emalfarb, our founder and Chief Executive Officer, was net (cashless) exercised, resulting in 16,015 shares of Dyadic’s common stock.
A total of 86,163 warrants owned by the Francisco Trust, a trust administered by Adam Morgan, and the beneficiaries thereof are the spouse and descendants of Mark A. Emalfarb, our Chief Executive Officer, was net (cashless) exercised, resulting in 8,008 shares of Dyadic’s common stock.
A total of 17,233 warrants owned by Michael J. Faby, our former Chief Financial Officer, was net (cashless) exercised, resulting in 1,602 shares of Dyadic’s common stock.
A total of 17,233 warrants owned by Lisa Joy Emalfarb, the sister in law of our founder and Chief Executive Officer, was net (cashless) exercised, resulting in 1,864 shares of Dyadic’s common stock.
A total of 25,849 warrants owned by Univest Management, Inc. wholly owned by Frank P. Gerardi, our former Director, was net (cashless) exercised, resulting in 2,094 shares of Dyadic’s common stock.
A total of 326,175 warrants owned by Pinnacle Family Office Investments, L.P., was net (cashless) exercised, resulting in 30,314 shares of Dyadic’s common stock.
Interest in Litigation Proceeds
In consideration for the October 22, 2013 dismissal of arbitration proceedings initiated by our founder and Chief Executive Officer Mark A. Emalfarb against the Company, the Company agreed to reimburse Mr. Emalfarb approximately $313,000 for past expenses incurred.  In addition to this reimbursement, Mr. Emalfarb was entitled to receive 5% of the proceeds to the Company net of legal expenses up to $25 million and 8% of any net proceeds in excess of $25 million, but in any case, the maximum amount payable was $6 million of the net proceeds, if any, received by the Company related to the professional liability lawsuit against the Company’s former outside legal counsel discussed under “Item 8. Legal Proceedings—Professional Liability Lawsuit.”
On March 1, 2017, Dyadic and Greenberg Traurig settled before the case went to the jury. On April 14, 2017, the Company received from Greenberg Traurig, LLP, and Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) a settlement in the amount of $4,500,000, net of legal fees and expenses. The Company made a payment of $141,777 to Mark A. Emalfarb to satisfy this above contractual obligation regarding his portion of the settlement. The Company recorded a net amount of $4,358,223 after related expenses, in the first quarter of 2017.
Privately Negotiated Share Buyback Transaction
On January 11, 2017, the Company entered into a Securities Purchase Agreement with Pinnacle Family Office Investments L.P (“Pinnacle”), which owned more than 5% of the Company’s common stock at that time, to repurchase an aggregate of 2,363,590 shares of its common stock at $1.54 per share for an aggregate purchase price of $3,639,929. Upon repurchase, the shares are treated by Dyadic as treasury stock. The repurchase of shares from Pinnacle was in addition to Dyadic’s 2016 Stock Repurchase Program. All share buyback transactions are fully disclosed in our consolidated financial statements footnote entitled “Shareholders’ Equity”.
Stock Options Granted to Executive Officers and Directors
We have granted stock options and restricted stock to our executive officers and directors, as more fully described in the section above entitled “Executive Compensation”.

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Indemnification Agreements
We have entered, and intend to continue to enter, into separate indemnification agreements with each of our directors and executive officers.
Related Party Transactions Policy
Our written audit committee charter requires that our board of directors review and approve, if the duty is not delegated to a comparable body of the board of directors, all related party transactions in accordance with the regulations of the SEC.
Director Independence
Our common stock is not listed on any national securities exchange (or quoted on any inter-dealer quotation service) that imposes independent standards on our board of directors or any committee thereof. However, in evaluating the independence of its members and the composition of the committees of the board of directors, the board utilizes the definition of “independence” as that term is defined by the rules promulgated by the SEC. We believe that Drs. Bose, Herbst and Buckland, as well as Messrs. Kaye and Tarnok qualify as “independent” directors, as that term is defined by SEC rules.
Item 8. Legal Proceedings
We are involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. Other than the matters set forth below, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our combined financial position, results of operations or cash flows. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable and costly. While the Company believes that it has valid defenses with respect to the legal matters pending against it, protracted litigation and/or an unfavorable resolution of one or more of such proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.
Professional Liability Lawsuit
On March 26, 2009, the Company filed a complaint in the Circuit Court of the 15 th Judicial Circuit in and for Palm Beach County, Florida against Ernst & Young LLP and Ernst & Young-Hong Kong, L.P., alleging professional negligence/malpractice, breach of fiduciary duty and constructive fraud in connection with the accounting, advisory, auditing, consulting, financial and transactional services they provided to the Company.
On April 14, 2009, the Company amended the complaint (the “Amended Complaint”) by naming as additional defendants the Company’s former outside legal counsel consisting of the law firms of Greenberg Traurig, LLP, Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”), Jenkens & Gilchrist, P.C. (“Jenkens & Gilchrist”) and Bilzin Sumberg Baena Price & Axelrod LLP (“Bilzin Sumberg”) as well as attorney Robert I. Schwimmer who previously represented the Company while an attorney at Jenkens & Gilchrist and later at Greenberg Traurig. Jenkens & Gilchrist went out of business in 2007 and is in the process of winding up its business and affairs. The Company also named as defendants the law firm of Moscowitz & Moscowitz, P.A. and its attorneys Norman A. Moscowitz and Jane W. Moscowitz (collectively, the “Moscowitz Defendants”) who conducted the investigation and authored the investigative report requested by the Company’s Audit Committee following the discovery of alleged improprieties at the Company’s Asian subsidiaries. The claims against the Company’s former outside legal counsel are for breach of fiduciary duty and professional negligence. In addition to these claims, the Amended Complaint contains a claim of civil conspiracy against Ernst & Young LLP, Greenberg Traurig and Mr. Schwimmer. The claims against Ernst & Young LLP and Ernst & Young-Hong Kong, L.P. were subsequently stayed in the Circuit Court action and submitted to binding arbitration. A final hearing before the arbitration tribunal was completed on May 27, 2011. On February 29, 2012, the arbitration tribunal issued a Final Award which found no auditor negligence, denied the Company any recovery against Ernst & Young LLP and Ernst & Young Hong Kong L.P., and further provided that each party shall bear its own attorneys’ fees and costs.
On July 11, 2011, defendants Jenkens & Gilchrist, Bilzin Sumberg and the Moscowitz Defendants filed a counterclaim in the Circuit Court against the Company and a Third Party Complaint against its President and Chief Executive Officer, Mark Emalfarb, individually, for abuse of process.
The counter claim and Third Party Complaint filed by Jenkens & Gilchrist and Bilzin Sumberg also included claims for common law indemnity against the Company and Mr. Emalfarb. In addition, Jenkens & Gilchrist made a claim against the Company

51



for breach of the implied covenant of good faith and fair dealing. On July 18, 2011, the Moscowitz Defendants filed a motion for summary judgment which the Circuit Court denied in its entirety. On September 9, 2011, Jenkens & Gilchrist and Bilzin Sumberg amended their counterclaim and Third Party Complaint which dropped their claims for abuse of process but retained their claims for common law indemnity against the Company and Mr. Emalfarb.
Bilzin Sumberg also added claims against the Company and Mr. Emalfarb for breach of its retainer agreements and for declaratory relief. Also on September 9, 2011, the Moscowitz Defendants dropped their claims for abuse of process against the Company and Mr. Emalfarb. On December 8, 2011, the Circuit Court dismissed without prejudice all counterclaims against the Company and all third party claims against Mr. Emalfarb.
On July 18, 2012, the Company filed a Second Amended Complaint which expanded and amplified the Company’s prior allegations of negligent acts and omissions by the defendants in the Circuit Court proceedings. All of the defendants have filed and served their answers and affirmative defenses.
On August 8, 2012, the Company, Jenkens & Gilchrist and Mr. Schwimmer entered into a Settlement Agreement and General Releases (the “J&G Settlement Agreement”) whereby Jenkens & Gilchrist paid the Company $525,000 for the mutual release and discharge of (1) all causes of action between the Company and Jenkens & Gilchrist, and (2) causes of action between the Company and Mr. Schwimmer including, but not limited to, those in the professional liability lawsuit, but only those which occurred while Mr. Schwimmer served as an attorney at Jenkens & Gilchrist and not while he served as an attorney at Greenberg Traurig or any other time. Such amount was included in other income in the consolidated statement of operations for the year ended December 31, 2012. Pursuant to the J&G Settlement Agreement, the Company, Jenkens & Gilchrist and Mr. Schwimmer have filed a Stipulation of Settlement with the Court to enforce the terms of the J&G Settlement Agreement including, but not limited to, the dismissal of Counts I and II of the Second Amended Complaint against Jenkens & Gilchrist and Mr. Schwimmer with prejudice.
On January 24, 2013, each of the remaining defendants served their amended affirmative defenses to the Second Amended Complaint. On February 11, 2013, the Company served its reply to such amended affirmative defenses.
The Company and the defendants in the Circuit Court proceedings are continuing to engage in written discovery, oral depositions and motion practice.
On November 26, 2013, the Court entered a Case Management Order. Pursuant to the Order, all pretrial motions and other litigation activities were to have been concluded by the end of 2014. The Court ordered mediation was held on November 10 th and 11 th, 2014.
On July 31, 2015, the Company reached a settlement with one of the three remaining defendant law firms in its ongoing professional liability litigation. On August 12, 2015 the Company received full payment in the amount of $2,170,000, which is net of fees and expenses. The settlement amount was reported in the Company’s consolidated statement of operations, in other income, for the year ended December 31, 2015 .
On September 29, 2015, the Court removed the professional liability litigation from the Court’s eight week trial docket which commenced on October 26, 2015. Instead, the Court, in an effort to promote settlement, ordered the parties to non-binding arbitration with an initial hearing to occur before December 16, 2015. The parties were scheduled to appear before the Court on November 13, 2015 for hearings on various pre-trial motions. At that time, the Court was expected to address when the professional liability litigation will be set for trial in 2016. The parties also voluntarily agreed to again attend mediation on November 18, 2015.
The parties attended both mediation and non-binding arbitration. No resolution was reached. Pretrial motion practice is now substantially completed. On March 3, 2016, the Court issued an Order setting a six week jury trial commencing January 6, 2017.
On April 5, 2016, the Company reached a settlement with one of the two remaining defendant law firms, Bilzin Sumberg Baena Price & Axelrod LLP, in its ongoing professional liability litigation. On April 19, 2016, the Company received full payment in the amount of $2,100,000, which is net of legal fees and expenses. The settlement amount was reported in the Company’s consolidated statement of operations, in other income, for the quarter ended June 30, 2016. The trial with the remaining defendant law firm Greenberg Traurig, LLP, Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) and the estate of Robert I Schwimmer remains set for January 6, 2017.
On July 8, 2016, the Court heard oral argument on Greenberg Traurig’s Renewed Motion for Summary Judgment as to its judgmental immunity affirmative defense.

52



On July 28, 2016, the Company stipulated to the release of the estate of Robert Schwimmer as a defendant. This was a procedural decision as Greenberg Traurig remains liable for the negligent conduct of deceased Greenberg Traurig lawyer, Robert Schwimmer. 
On August 17, 2016, the Court denied Greenberg Traurig’s Renewed Motion for Summary Judgment as to its judgmental immunity affirmative defense.
On October 17, 2016, Greenberg Traurig filed a Motion to Continue the Trial. On October 18, 2016, Greenberg Traurig filed a motion to bifurcate the liability and damages determination by the jury into separate trials.  On October 27, 2016, the Court heard oral argument on both motions.  Both motions were denied.
Trial commenced against Greenberg Traurig in this continuing professional liability litigation on January 6, 2017 and continued for eight weeks thereafter. On March 1, 2017, Dyadic and Greenberg Traurig settled before the case went to the jury, and reached a confidential settlement. On April 14, 2017, the Company received the full settlement payment in the amount of $4,500,000, net of legal fees and expenses. Per the settlement agreement dated October 22, 2013 between Mark A. Emalfarb ("MAE"), and Dyadic, whereby Dyadic agreed to pay MAE 5% of any net company proceeds in connection with the litigation up to $25 million, and 8% of any net company proceeds in excess of $25 million; provided, that the maximum amount payable under the agreement be limited to $6 million. In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017. 
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information
Our common stock is quoted under the symbol “DYAI” on the OTCQX U.S. Premier operated by OTC Markets Group.  There is no assurance that our common stock will continue to be traded on the OTC or that any liquidity for our stockholder exists.
Market Price
The following table shows the high and low closing bid quotations for our common stock as reported by the OTC Markets Group for the periods indicated. These quotations reflect inter-dealer prices, without retail markup, markdown or commissions.  Trading on the OTC markets is limited and the prices quoted by brokers are not a reliable indication of the value of our common stock.
 
High
 
Low
Year ended December 31, 2018
 
 
 
First Quarter
$
1.54

 
$
1.38

Second Quarter
$
1.63

 
$
1.46

Third Quarter
$
1.73

 
$
1.40

Fourth Quarter
$
2.29

 
$
1.54

Year ended December 31, 2017
 
 
 
First Quarter
$
1.81

 
$
1.23

Second Quarter
$
1.58

 
$
1.31

Third Quarter
$
1.56

 
$
1.30

Fourth Quarter
$
1.53

 
$
1.35

Year ended December 31, 2016
 
 
 
First Quarter
$
1.85

 
$
1.47

Second Quarter
$
1.75

 
$
1.53

Third Quarter
$
1.68

 
$
1.32

Fourth Quarter
$
1.69

 
$
1.45


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Holders
As of December 31, 2018 , there were 69 holders of record of our issued and outstanding common stock.  There are greater than 1,824 beneficial holders owning at least 100 shares of the Company’s common stock.
Dividends
While there are no restrictions on the payment of dividends, we have not declared or paid any cash dividends on shares of Dyadic common stock in the last two fiscal years, and we presently have no intention of paying any cash dividend in the foreseeable future. The Company’s current policy is to retain earnings, if any, to finance the expansion of its business. The future payment of dividends will depend on the results of operations, financial condition, capital expenditure plans and other factors that we deem relevant and will be at the sole discretion of the board of directors.
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2017 :
 
 
 
 
Plan Category
 
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
 
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
 
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column
Equity compensation plans approved by security holders
 
2,712,390

 
$
1.62

 
2,006,711

Item 10. Recent Sales of Unregistered Securities
Stock Option Awards
During the last three fiscal years since January 1, 2016, the Company has granted stock options to purchase 2,933,390 shares of its common stock, to employees, directors and consultants at a weighted average price of $1.56 per share under its 2006 Stock Option Plan and 2011 Equity Incentive Plan (the “Stock Plans”). The issuances of these securities were exempt from registration in reliance on Rule 701 of the Securities Act, pursuant to compensatory plans approved by the Company’s board of directors and stockholder.
The following table reflects the total issuances of 300,538 shares of our common stock during the last three fiscal years since January 1, 2016 upon the exercise of options granted pursuant to our Stock Plans. Of which, 264,288 shares of common stock were issued as a result of net (cashless) settlement of 800,000 stock options based on the difference between the exercise price and the volume weighted average market price on the exercise date. We received $5,938 in total exercise price proceeds paid upon their exercise of 36,250 stock options. During the same period, 153,732 shares of our common stock were issued to employees, officers and directors of the Company. All shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as the shares were issued in transactions not involving any public offering or distribution, or in reliance on Rule 701 of the Securities Act, pursuant to compensatory plans approved by the Company’s board of directors and stockholder.

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Date
 
Number of Shares Issued
 
Exercise Price
 
 Total Exercise Price Paid
1/6/2016
 
7,413

 
$1.21
 
(a)
1/8/2016
 
436

 
$0.93
 
(a)
1/8/2016
 
21,293

 
$0.97
 
(a)
1/8/2016
 
8,556

 
$1.21
 
(a)
1/8/2016
 
445

 
$1.55
 
(a)
1/11/2016
 
2,158

 
$0.23
 
(a)
1/12/2016
 
43,114

 
$0.23
 
(a)
1/12/2016
 
2,754

 
$1.21
 
(a)
1/15/2016
 
6,211

 
$1.21
 
(a)
1/20/2016
 
6,879

 
$1.21
 
(a)
1/27/2016
 
9,068

 
$0.15
 
(a)
1/27/2016
 
4,286

 
$0.23
 
(a)
2/10/2016
 
1,756

 
$1.21
 
(a)
2/18/2016
 
43,569

 
$1.21
 
(a)
2/22/2016
 
1,288

 
$1.21
 
(a)
2/24/2016
 
4,299

 
$0.23
 
(a)
2/24/2016
 
1,311

 
$1.21
 
(a)
3/30/2016
 
4,540

 
$0.15
 
(a)
3/30/2016
 
2,147

 
$0.23
 
(a)
3/30/2016
 
644

 
$1.21
 
(a)
4/1/2016
 
1,078

 
$1.20
 
(a)
4/1/2016
 
18,182

 
$0.15
 
(a)
4/1/2016
 
8,606

 
$0.23
 
(a)
4/1/2016
 
22,496

 
$1.21
 
(a)
4/4/2016
 
3,636

 
$1.53
 
(a)
4/7/2016
 
2,798

 
$1.21
 
(a)
4/12/2016
 
10,735

 
$0.97
 
(a)
4/12/2016
 
7,206

 
$1.21
 
(a)
5/23/2016
 
710

 
$1.21
 
(a)
8/19/2016
 
15,972

 
$1.21
 
(a)
10/24/2016
 
650

 
$1.21
 
(a)
10/24/2016
 
52

 
$1.55
 
(a)
1/31/2017
 
6,250

 
$0.23
 
$1,438
8/22/2018
 
30,000

 
$0.15
 
$4,500
___________________
Note:
(a)
Options were net (cashless) settled in shares of common stock based on the difference between the exercise price and the volume weighted average market price on the exercise date. Therefore, no cash was received from the option exercise.

Restricted Stock Unit Awards
During the last three fiscal years since January 1, 2016, the Company granted 247,550 restricted stock units to employees, officers and directors of the Company at a weighted average price of $1.48 per share under its Stock Plans. The RSUs represent the right to be issued on a future date shares of our common stock for vested RSUs. The issuances of these securities were exempt from registration in reliance on Rule 701 of the Securities Act, pursuant to compensatory plans approved by the Company’s board of directors and stockholder.

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The following table reflects issuances of 316,550 shares of our common stock during the last three fiscal years since January 1, 2016 upon the vesting of restricted stock units pursuant to our Stock Plans. All shares of common stock were issued to key employees, officers and directors of the Company.  All shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as the shares were issued in transactions not involving any public offering or distribution.
Date
 
Number of Shares Issued
1/4/2016
 
78,759

1/8/2016
 
29,697

1/19/2016
 
114,094

3/28/2016
 
25,000

6/5/2016
 
69,000

Warrants
Prior to 2015, the Company issued convertible notes to raise capital to finance its operations. On December 31, 2015, in connection with the DuPont Transaction, the Company issued warrants to purchase 1,147,273 shares of our common stock with a $1.48 per share strike price to exchange the outstanding convertible notes and accrued interest. All warrants were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as the shares were issued in transactions not involving any public offering or distribution.
No warrants to purchase our common or preferred shares have been issued since January 1, 2016.
The following table reflects issuances of our common stock during the last three fiscal years since January 1, 2016 upon the exercise of warrants. In total, 123,812 shares of our common stock were issued upon the exercise of 1,149,773 warrants. All of such shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as the shares were issued in transactions not involving any public offering or distribution.
Date of Issuance
 
Number of Shares Issued Pursuant to Warrants Exercised
 
Exercise Price
 
 Total Exercise Price Paid
4/7/2016
 
2,500

 
$0.15
 
$375
11/3/2016
 
1,864

 
$1.48
 
(a)
11/23/2016
 
3,133

 
$1.48
 
(a)
12/5/2016
 
17,233

 
$1.48
 
$25,505
12/15/2016
 
1,381

 
$1.48
 
(a)
12/19/2016
 
2,094

 
$1.48
 
(a)
12/27/2016
 
10,552

 
$1.48
 
(a)
12/30/2016
 
85,055

 
$1.48
 
(a)
___________________
Note:
(a)
Warrants were net (cashless) settled in shares of common stock based on the difference between the exercise price and the volume weighted average market price on the exercise date. Therefore, no cash was received from the warrant exercise.

Sale of Common Stock
On January 19, 2016, the Company’s Chairman of Board of Director Michael P. Tarnok purchased a total of 64,516 shares of common stock at $1.55 per share, the market closing price. The aggregate amount paid was pursuant to a securities purchase agreement and the certificate evidencing the shares issued contains a legend stating that the shares have not been registered under the Securities Act and are subject to restrictions on transferability and sale pursuant to the Securities Act.
In addition to these issuances of common stock, the total number of shares outstanding was affected, from time to time, by repurchase of shares by the Company pursuant to its stock repurchase program as described in Note 7 to our Consolidated Financial Statements included in the 2017 Annual Report.

56



Item 11. Description of Registrant’s Securities to Be Registered
Our authorized capital stock currently consists of 100,000,000 shares of Common Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board of directors.  As of December 31, 2018 , the Company has 38,966,988 shares of our common stock issued and 26,713,486 shares of common stock outstanding with the remaining 12,253,502 shares held in treasury.
The description of our securities contained herein is a summary only and may be exclusive of certain information that may be important to you.  For more complete information, you should read our Certificate of Incorporation and its restatements, together with our corporate bylaws which have been filed with the SEC as exhibits to this registration statement.
Common Stock
Holders of our Common Stock are entitled to receive ratably, from funds legally available for the payment thereof, dividends when and as declared by resolution of the board of directors, subject to any preferential dividend rights which may be granted to holders of any preferred stock authorized and issued by the board of directors. Holders of our common stock do not have cumulative voting rights and are entitled to one vote per share on all matters to be voted upon by stockholders. Our common stock is not entitled to preemptive rights and is not subject to redemption, including sinking fund provisions, or conversion. Upon our liquidation, dissolution or winding up, the assets, if any, legally available for distribution to stockholders are distributable ratably among the holders of our common stock after payment of all classes or series of our preferred stock. All outstanding shares of our common stock are validly issued, fully-paid and non-assessable. The rights, preferences and privileges of holders of our common stock are subject to the preferential rights of all classes or series of preferred stock that we may issue in the future.
Preferred Stock
Our Restated Certificate of Incorporation permits us to issue up to 5,000,000 shares of preferred stock, par value $0.0001 per share. The preferred stock may be issued in any number of series as determined by the board of directors. The board of directors may by resolution fix the designation and number of shares of any such series of preferred stock and may determine, alter or revoke the rights, preferences, privileges and restrictions pertaining to any wholly unissued series and the board of directors may increase or decrease the number of shares of any such series (but not below the number of shares of that series then outstanding).
We have no preferred stock issued or outstanding.
Transfer Agent and Registrar
The transfer agent and registrar for the Company’s common stock is Continental Stock Transfer & Trust Company.
Anti-Takeover Effects of Certificate of Incorporation and Bylaws
Certain provisions in our Restated Certificate of Incorporation and our bylaws could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management. Specifically, our Restated Certificate of Incorporation or bylaws contain the following provisions:
Our board of directors is composed of three classes of directors who serve staggered three-year terms so that only one-third of the directors are eligible for election at any annual meeting of stockholders, and cumulative voting in the election of directors is specifically denied.
Any action permitted to be taken by our stockholders is required to be effected at a duly called annual or special meeting of stockholders and cannot be effected by a written consent.
Our stockholders will not be permitted to call a special meeting of stockholders, and the only business matters permitted to be conducted at any annual or special meeting of stockholders will be business matters properly brought before that meeting in accordance with specified procedures.
Specific procedures are established for stockholder nominations for directors and stockholder proposals of business to be considered at an annual or special meeting of stockholders.
Our board of directors establishes the number of directors, and vacancies on our board of directors must be filled by a majority approval of the remaining directors, and directors may not be removed by stockholder action without cause.

57



Our board of directors is empowered to adopt, amend or repeal our bylaws, while our stockholders may adopt, amend or repeal our bylaws only upon an affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of stock entitled to vote.
Our board of directors has the power to designate and establish new classes of preferred stock having terms that the board of directors determines to be advisable.
With respect to extraordinary matters that are brought to our stockholders for a vote, including the sale of all or substantially all of our assets, a merger, a consolidation, the conversion of us into another type of entity or the amendment of our Restated Certificate of Incorporation, unless that matter is affirmatively recommended by our board of directors, its approval will require the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of stock entitled to vote.
The foregoing provisions of our Restated Certificate of Incorporation and bylaws and other provisions pertaining to the limitation of liability and indemnification of directors may be amended or repealed only with the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of stock entitled to vote.
In addition, if in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, shares of common stock or preferred stock could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:
diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;
putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or
effecting an acquisition that might complicate or preclude the takeover.
The effect of all of the foregoing provisions may be to delay or prevent a tender offer or takeover attempt that a stockholder may determine to be in his or her best interest, including attempts that might result in a premium over the market price for the shares held by the stockholders.
Delaware Anti-Takeover Law
We are not currently subject to the provisions of Section 203 of the Delaware General Corporation Law concerning corporate takeovers.  If we become listed on a national stock exchange or have a class of voting stock held by more than 2000 record holders, we will be governed by the provisions of Section 203 of the General Corporation Law of Delaware. In general, such law prohibits a Delaware public corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless it is approved in a prescribed manner.
As a result of Section 203 of the General Corporation Law of Delaware, potential acquirers may be discouraged from attempting to effect acquisition transactions with us, thereby possibly depriving holders of our securities of certain opportunities to sell or otherwise dispose of such securities at above-market prices pursuant to such transactions.
Exclusive Forum Provision
Our bylaws, provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (C) any action or proceeding asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or bylaws, or (D) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Reports to Stockholders
We intend to comply with the periodic reporting requirements of the Securities Exchange Act of 1934. We plan to furnish our stockholders with an annual report for each fiscal year beginning for the fiscal year ending December 31, 2018 containing financial statements audited by our independent registered public accounting firm. The SEC maintains an Internet site at

58



www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The public may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (call 1-800-SEC-0330 for information).
Item 12. Indemnification of Directors and Officers
Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.
Under Delaware law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a party to an action, suit or proceeding because the person is or was our director, officer, employee or agent, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceeding if the person:
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
If the person is found liable to the corporation, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled, under the circumstances and despite the adjudication of liability, to indemnity for an amount of expenses that the court deems proper.
Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. See Exhibit 10.10 for a copy of Director and Officer Indemnification Agreement.
Item 13. Financial Statements and Supplementary Data
Condensed consolidated financial statements for three and nine months ended September 30, 2018 and 2017
Consolidated financial statements for years ended December 31, 2017 and 2016

59



 
DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
September 30, 2018
 
December 31, 2017
(Unaudited)
 
(Audited)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,714,705

 
$
5,786,348

Short-term investment securities
40,804,082

 
41,898,754

Interest receivable
313,224

 
489,841

Accounts receivable
203,686

 
271,029

Current portion of prepaid research and development
461,603

 
1,015,194

Prepaid expenses and other current assets
195,494

 
154,608

Total current assets
43,692,794

 
49,615,774

 
 
 
 
Non-current assets:
 
 
 
Long-term investment securities

 
922,648

Non-current portion of prepaid research and development

 
152,245

Other assets
52,820

 
53,492

Total assets
$
43,745,614

 
$
50,744,159

 
 
 
 
Liabilities and stockholders' equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
543,315

 
$
520,261

Accrued expenses
240,575

 
147,959

Deferred research and development obligations
51,786

 

Income taxes payable

 
100,675

Total current liabilities
835,676

 
768,895

 
 
 
 
Commitments and contingencies (See Note 4)
 
 
 
 
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $.0001 par value:
 
 
 
Authorized shares - 5,000,000; none issued and outstanding

 

Common stock, $.001 par value:
 
 
 
Authorized shares - 100,000,000; issued shares - 38,966,988 and 38,936,988, outstanding shares - 26,713,486 and 28,327,811 as of September 30, 2018 and December 31, 2017, respectively
38,967

 
38,937

Additional paid-in capital
94,331,667

 
93,913,557

Treasury stock, shares held at cost - 12,253,502 and 10,609,177 shares, as of September 30, 2018 and December 31, 2017, respectively
(18,929,915
)
 
(16,625,873
)
Accumulated deficit
(32,530,781
)
 
(27,351,357
)
Total stockholders’ equity
42,909,938

 
49,975,264

Total liabilities and stockholders  equity
$
43,745,614

 
$
50,744,159

The accompanying notes are an integral part of these consolidated financial statements

60



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Research and development revenue
$
262,960

 
$
272,491

 
$
608,576

 
$
601,420

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Costs of research and development revenue
243,406

 
220,526

 
519,331

 
541,848

Provision for contract losses

 

 

 
220,715

Research and development
476,633

 
624,969

 
1,654,716

 
1,364,243

Research and development - related party
288,175

 
167,082

 
1,021,573

 
167,082

General and administrative
1,023,606

 
1,126,641

 
3,238,145

 
4,150,733

Foreign currency exchange loss (gain), net
12,279

 
(37,371
)
 
1,921

 
(243,484
)
Total costs and expenses
2,044,099

 
2,101,847

 
6,435,686

 
6,201,137

 
 
 
 
 
 
 
 
Loss from operations
(1,781,139
)
 
(1,829,356
)
 
(5,827,110
)
 
(5,599,717
)
 
 
 
 
 
 
 
 
Other income:
 
 
 
 
 
 
 
Settlement of litigation, net

 

 

 
4,358,223

Interest income, net
241,644

 
154,146

 
647,686

 
400,575

Total other income
241,644

 
154,146

 
647,686

 
4,758,798

 
 
 
 
 
 
 
 
Loss before income taxes
(1,539,495
)
 
(1,675,210
)
 
(5,179,424
)
 
(840,919
)
 
 
 
 
 
 
 
 
Provision for income taxes

 
(160,437
)
 

 
(72,980
)
 
 
 
 
 
 
 
 
Net loss
$
(1,539,495
)
 
$
(1,514,773
)
 
$
(5,179,424
)
 
$
(767,939
)
 
 
 
 
 
 
 
 
Basic and diluted net loss per common share
$
(0.06
)
 
$
(0.05
)
 
$
(0.19
)
 
$
(0.03
)
 
 
 
 
 
 
 
 
Basic and diluted weighted-average common shares outstanding
27,774,436

 
28,709,266

 
27,996,754

 
29,007,682


The accompanying notes are an integral part of these consolidated financial statements


61



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 
Common Stock
 
Treasury Stock
 
Additional
paid-in capital
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
Accumulated
deficit
 
 Total
Balance at December 31, 2017
38,936,988

 
$
38,937

 
(10,609,177
)
 
$
(16,625,873
)
 
$
93,913,557

 
$
(27,351,357
)
 
$
49,975,264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation

 

 

 

 
413,640

 

 
413,640

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchases of common stock

 

 
(1,644,325
)
 
(2,304,042
)
 

 

 
(2,304,042
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
30,000

 
30

 

 

 
4,470

 

 
4,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(5,179,424
)
 
(5,179,424
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at September 30, 2018
38,966,988

 
$
38,967

 
(12,253,502
)
 
$
(18,929,915
)
 
$
94,331,667

 
$
(32,530,781
)
 
$
42,909,938

The accompanying notes are an integral part of these consolidated financial statements



62



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
 
Nine Months Ended
September 30,
2018
 
2017
Cash flows from operating activities
 
 
 
Net loss
$
(5,179,424
)
 
$
(767,939
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 Stock-based compensation expense
413,640

 
565,257

 Amortization of premiums and discounts on held-to-maturity securities, net
598,464

 
775,674

 Provision for contract losses

 
(216,324
)
 Foreign currency exchange loss (gain), net
1,921

 
(243,484
)
 Changes in operating assets and liabilities:
 
 
 
 Interest receivable
176,617

 
70,546

 Accounts receivable
66,574

 
334,165

 Prepaid research and development
705,836

 
(1,162,099
)
 Prepaid expenses and other current assets
(39,732
)
 
(74,444
)
 Accounts payable
35,345

 
576,894

 Accrued expenses
92,616

 
(215,786
)
 Deferred research and development obligations
51,786

 
(122,222
)
 Income tax payable
(102,000
)
 
(3,634
)
 Other assets

 
(47,451
)
Net cash used in operating activities
(3,178,357
)
 
(530,847
)
 
 
 
 
Cash flows from investing activities
 
 
 
Purchases of held-to-maturity securities, including premium
(39,320,144
)
 
(42,091,777
)
Proceeds from maturities of investment securities
40,739,000

 
39,401,000

Net cash provided by (used in) investing activities
1,418,856

 
(2,690,777
)
 
 
 
 
Cash flows from financing activities
 
 
 
Repurchases of common stock
(2,304,042
)
 
(5,696,176
)
Proceeds from exercise of options
4,500

 
1,437

Net cash used in financing activities
(2,299,542
)
 
(5,694,739
)
Effect of exchange rate changes on cash
(12,600
)
 
252,420

Net decrease in cash, cash equivalents and restricted cash
(4,071,643
)
 
(8,663,943
)
Cash, cash equivalents and restricted cash at beginning of period
5,786,348

 
14,254,216

Cash, cash equivalents and restricted cash at end of period
$
1,714,705

 
$
5,590,273

 
 
 
 
Supplemental cash flow information
 
 
 
Cash paid for income taxes
$

 
$
19,057

The accompanying notes are an integral part of these consolidated financial statements


63



Notes to the Consolidated Financial Statements (Unaudited)
Note 1:    Organization and Summary of Significant Accounting Policies
Description of Business
Dyadic International, Inc. (“Dyadic”, “we”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with operations in the United States, a satellite office in the Netherlands and research organizations performing services under contract to Dyadic in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical) applications. This technology is based on the Myceliophthora thermophila fungus, which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins.
On December 31, 2015, the Company sold its industrial technology business to DuPont Danisco (“DuPont”), the industrial biosciences business of DuPont (NYSE: DD) for $75.0 million (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and to certain exceptions). DuPont retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents either owned by DuPont or licensed in by DuPont.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and manufacturing of human and animal vaccines (such as virus-like particles (VLPs) and antigens), monoclonal antibodies (mAbs), Bi-Specific antibodies, Fab antibody fragments, Fc-Fusion proteins, biosimilars and/or biobetters, as well as other therapeutic enzymes and proteins. Additionally, in early 2018, we began to conduct certain funded research activities to further understand if, or how the C1 technology can be applied for use in developing and manufacturing metabolites.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation. The Company has reclassified certain 2017 amounts previously reported to conform to the 2018 consolidated financial statement presentation.
The accompanying unaudited interim consolidated financial statements for the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments and the elimination of intra-entity accounts) considered necessary for a fair presentation of all periods presented. The results of the Company’s operations for any interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes included in our Annual Report for the year ended December 31, 2017, which was posted to the OTC Markets website on March 27, 2018.
Since concluding the DuPont Transaction, the Company has conducted business in one operating segment, which is identified by the Company based on how resources are allocated and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a whole.
Use of Estimates
The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the

64



applicable period. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements.
Concentrations
The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, and investment securities. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the Netherlands FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions and has not experienced any losses in such accounts.
For the three months ended September 30, 2018 and 2017, the Company's revenue was generated from four and three customers, respectively. For the nine months ended September 30, 2018 and 2017, the Company's revenue was generated from five and three customers, respectively. At September 30, 2018, and December 31, 2017, the Company’s account receivable was from four and three customers, respectively. The loss of business from one or a combination of the Company's customers could adversely affect its revenues.
For the three and nine months ended September 30, 2018, all of the Company revenue and accounts receivable were from United States customers. For the three and nine months ended September 30, 2017, there was one European customer that accounted for approximately 15.9% and 26.9% of total revenue, respectively and none of total accounts receivable.
Cash and Cash Equivalents
We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds, which are unrestricted for withdrawal or use.
Investment Securities
Investment securities are classified as held-to-maturity, available-for-sale, or trading. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company’s investments in debt securities have been classified and accounted for as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, both the face value of the debt and premium amount are reflected as investing outflow. Other-than-temporary impairment charges, if incurred, will be included in other income (expense).
The Company’s investments in money market funds have been classified and accounted for as available-for-sale securities, and presented as cash equivalents on the consolidated balance sheet. As of September 30, 2018 and December 31, 2017, all of our money market funds were invested in U.S. Government money market funds. The Company did not have any investment securities classified as trading as of September 30, 2018 and December 31, 2017.
Accounts Receivable
Accounts receivable consist of billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable in accordance with the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Substantially all of our accounts receivable were current and include unbilled amounts that will be billed and collected over the next twelve months. There was no allowance for doubtful accounts as of September 30, 2018 and December 31, 2017.

65



The following table summarizes billed and unbilled receivables as of September 30, 2018 and December 31, 2017:
 
September 30, 2018
 
December 31, 2017
 
(Unaudited)
 
(Audited)
Billed receivable
$
69,693

 
$
208,475

Unbilled receivable
133,993

 
62,554

 
$
203,686

 
$
271,029

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
 
September 30, 2018
 
December 31, 2017
 
(Unaudited)
 
(Audited)
Prepaid insurance
$
117,286

 
$
89,760

Prepaid expenses - various
73,178

 
63,678

Prepaid taxes
5,030

 
1,170

 
$
195,494

 
$
154,608

Accounts Payable
Accounts payable consist of the following:
 
September 30, 2018
 
December 31, 2017
 
(Unaudited)
 
(Audited)
Research and development expenses
$
373,736

 
$
459,141

Legal expenses
62,891

 
6,865

Other
106,688

 
54,255

 
$
543,315

 
$
520,261

Accrued Expenses
Accrued expenses consist of the following:
 
September 30, 2018
 
December 31, 2017
 
(Unaudited)
 
(Audited)
Employee wages and benefits
$
93,502

 
$
83,674

Research and development expenses
89,593

 
60,188

Other
57,480

 
4,097

 
$
240,575

 
$
147,959

Provision for Contract Losses
The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract. The provision for contract losses is based on judgment and estimates, and costs and when such loss is deemed probable to occur and is reasonable to estimate.

66



Research and Development Costs
Research and development (“R&D”) costs are expensed as incurred. R&D costs are related to the Company’s internally funded pharmaceutical programs and other governmental and commercial projects.
Research and development costs consist of personnel-related costs, facilities, research-related overhead, services from independent contract research organizations, and other external costs. Research and development costs, including related party, during the three and nine months ended September 30, 2018 and 2017 were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
Outside contracted services
$
365,689

 
514,494

 
$
1,316,581

 
$
1,018,733

Contracted services - related party
288,175

 
167,082

 
1,021,573

 
167,082

Personnel related costs
87,307

 
96,809

 
277,856

 
296,221

Facilities, overhead and other
23,637

 
13,666

 
60,279

 
49,289

 
$
764,808

 
$
792,051

 
$
2,676,289

 
$
1,531,325

Income Taxes
The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and is effective January 1, 2018. The new legislation includes, among other things a reduction of the U.S. corporate income tax rate from 35% to 21%, and a change to alternative minimum taxes.
As of September 30, 2018, the Company did not record any provisional estimate related to changes to alternative minimum taxes. The staff of the SEC recognized the complexity of determining the impact of the TCJA, and on December 22, 2017 issued guidance in Staff Accounting Bulletin 118 (“SAB 118”). SAB 118 allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company will continue to analyze the TCJA and related accounting guidance and interpretations in order to finalize any impact within the measurement period. We currently anticipate finalizing and recording any resulting adjustments by the end of 2018.
For the three and nine months ended September 30, 2018, the Company did not record any current income tax provisions. There were no unrecognized tax benefits as of September 30, 2018 and December 31, 2017.
Deferred tax assets as of September 30, 2018 and December 31, 2017 were approximately $6.4 million and $3.9 million, respectively. Due to the Company's history of operating losses and the uncertainty regarding our ability to generate taxable income in the future, the Company has established a 100% valuation allowance against deferred tax assets as of September 30, 2018 and December 31, 2017.
Net Loss (Income) Per Share
Basic net loss (income) per share is computed by dividing net loss (income) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss (income) per share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents, such as stock options, warrants, restricted stock and convertible debt, were exercised or converted into common stock, calculated by applying the treasury stock method.
For the three and nine months ended September 30, 2018 and 2017, the effect of the potential exercise of options to purchase 3,411,890 and 2,712,390 shares of common stock were excluded from the computation of diluted net loss (income) per share, respectively, as their effect would have been anti-dilutive.
Recent Accounting Pronouncements Not Adopted as of September 30, 2018
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the assets and liabilities that arise

67



from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 will be effective for the Company beginning in the first quarter of 2019 and early application is permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in the first quarter of 2020. The Company is currently evaluating the impact, if any, of this newly issued guidance.
In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments will be effective for the Company beginning in the first quarter of 2019. The Company is still evaluating the impact, if any, of this guidance.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for any stranded tax effects resulting from the Tax Cuts and Jobs Act that was enacted on December 22, 2017. The new guidance will be effective for the Company beginning in the first quarter of 2019. The Company is currently evaluating the impact, if any, of this newly issued guidance.
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements.
Recently Adopted Accounting Pronouncements
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. Modification is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material.
Revenue Recognition
On January 1, 2018, we adopted Accounting Standards Codification, or ASC, Topic 606, “Revenue from Contracts with Customers”, and all related amendments, using the full retrospective transition method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Topic 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance. This new standard requires an entity to recognize revenue for the transfer of promised goods or services to a customer in an amount that reflects the consideration that the entity expects to receive and consistent with the delivery of the performance obligation described in the underlying contract with the customer.
We have determined that the impact of adopting this new standard is not material to our revenue recognition model, and therefore, no adjustment was made to our previously reported consolidated financial statements. As a result of the adoption of Topic 606, the Company’s accounting policy for revenue recognition is as follows:

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The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third party collaborations and government grants. The Company may generate future revenue from license agreements and collaborative arrangements, which may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments.
The Company typically performs research and development services as specified in each respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step process outlined in Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation.
Under the input methods, revenue will be recognized on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations.
A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods.
We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate.
The Company adopted the following practical expedients and exemptions: We generally expense sales commissions when incurred because the amortization period would be one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Statement of Cash Flows
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which modifies the presentation of the statement of cash flows and requires reconciliation of the overall change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result, the statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company early adopted this ASU effective July 1, 2017. The adoption of this ASU impacted the Company’s presentation of its statement of cash flows, but did not have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations. Accordingly, the Company has retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarified how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The Company adopted this ASU effective January 1, 2018. In accordance with this ASU, the Company retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented by reclassifying the cash outflows of premium on held-to-maturity securities from operating cash flows to investing cash flows.

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The following table summarizes, by financial statement line item, the adjusted presentation upon the adoption of ASU 2016-15, in the Company’s condensed consolidated statement of cash flows as of September 30, 2017:
 
As Filed
September 30, 2017
 
Adjustments
 
Adjusted
September 30, 2017
Operating Activities
 
 
 
 
 
Amortization of premium on held-to-maturity securities
$
19,897

 
$
755,777

 
775,674

Net cash used in operating activities
$
(1,286,624
)
 
$
755,777

 
$
(530,847
)
 
 
 
 
 
 
Investing activities:
 
 
 
 
 
Purchase of held-to-maturity securities, including premiums
$
(41,336,000
)
 
$
(755,777
)
 
(42,091,777
)
Net cash used in investing activities
$
(1,935,000
)
 
$
(755,777
)
 
$
(2,690,777
)
Note 2: Cash, Cash Equivalents, and Investments
The Company’s investments in debt securities are classified as held-to-maturity and are recorded at amortized cost, and its investments in money market funds are classified as cash equivalents. The following tables show the Company’s cash, money market funds, and short-term and long-term investment securities by major security type as of September 30, 2018 and December 31, 2017:
 
September 30, 2018 (Unaudited)
 
Level (1)
 
Fair Value
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Adjusted Cost
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Cash
 
 
$
728,489

 
$

 
$

 
$
728,489

Money Market Funds
1
 
986,216

 

 

 
986,216

Subtotal
 
 
1,714,705

 

 

 
1,714,705

Short-Term Investment Securities (2)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
40,748,681

 

 
(55,402
)
 
40,804,083

Long-Term Investment Securities  (3)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 

 

 

 

Total
 
 
$
42,463,386

 
$

 
$
(55,402
)
 
$
42,518,788

 
December 31, 2017 (Audited)
 
Level (1)
 
Fair Value
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Adjusted Cost
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Cash
 
 
$
838,110

 
$

 
$

 
$
838,110

Money Market Funds
1
 
4,948,238

 

 

 
4,948,238

Subtotal
 
 
5,786,348

 
 
 
 
 
5,786,348

Short-Term Investment Securities (2)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
41,811,273

 

 
(87,481
)
 
41,898,754

Long-Term Investment Securities (3)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
911,698

 

 
(10,950
)
 
922,648

Total
 
 
$
48,509,319

 
$

 
$
(98,431
)
 
$
48,607,750

___________________
(1)
Definition of the three-level fair value hierarchy:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Other inputs that are directly or indirectly observable in the markets
Level 3 - Inputs that are generally unobservable

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(2)
Short-term investment securities will mature within 12 months or less, from the applicable reporting date.
(3)
Long-term investment securities will mature between 12 and 18 months, from the applicable reporting date.
(4)
The premium paid to purchase held-to-maturity investment securities was $0 and $293,758 for the three months ended September 30, 2018 and 2017, respectively. The premium paid to purchase held-to-maturity investment securities was $205,038 and $755,777 for the nine months ended September 30, 2018 and 2017, respectively. The premium paid to purchase held-to-maturity investment securities was $915,084 for the year ended December 31, 2017.
The Company considers the declines in market value of its investment portfolio to be temporary in nature. The Company's investment policy requires investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's cost basis. As of September 30, 2018, the Company does not consider any of its investments to be other-than-temporarily impaired.
Note 3:    Research and Collaboration Agreement
On June 30, 2017, the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The Vaccines Company, S.L.U. (“VLPbio”), both of which companies are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology company (“BDI Holdings” and together with BDI Pharma and VLPbio, “BDI”).
The R&D Agreements provide a framework under which the parties will engage in a research and development collaboration encompassing several different projects over approximately a two-year period, with a focus on advancing Dyadic’s proprietary C1 technology in the development of next generation biological vaccines and drugs. Dyadic expects to leverage the BDI team’s previous C1 gene expression and industrial fermentation scale-up and commercialization experience with yeast and filamentous fungi processes to further advance Dyadic’s proprietary C1 technology with the potential to commercialize certain biopharmaceutical product(s). All the data and any products developed from the funded research projects will be owned by Dyadic.
Upon closing of the BDI transaction, the Company paid EUR €1 million in cash to engage BDI to develop designated C1 based product candidates and further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI Holdings and a 3.3% equity interest in VLPbio. BDI is obligated to spend a minimum amount of EUR €936,000 over two years in the conduct of the research and development project under the RSA and approximately 60% of the amount has been spent as of September 2018. If the research and development activities produce a product that is selected for additional development and commercialization, then Dyadic expects to share with BDI a range of between 50% and 75% of the net income from such selected product, depending upon the amount of BDI’s aggregate spend in the development of the selected product, with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and EUR €8 million for a 75% share. If BDI does not enter into an agreement with Dyadic for such additional development and commercialization of the selected product, then Dyadic will pay to BDI the first EUR €1.5 million of the net income from Dyadic’s commercialization, if any, of the selected product. In addition, under the SFA, Dyadic agreed to purchase from BDI at least $1 million in contract research services specified by Dyadic over the next two years following the closing of the BDI transaction.  
The Company has concluded that BDI is not a Variable Interest Entity (“VIE”), because BDI has sufficient equity to finance its activities without additional subordinated financial support and its at-risk equity holders have the characteristics of a controlling financial interest. Additionally, Dyadic is not the primary beneficiary of BDI, because Dyadic does not have the power to control or direct the activities of BDI or its operations. As a result, the Company does not consolidate its investments in BDI, and the financial results of BDI are not included in the Company’s consolidated financial results.
The Company performed a valuation analysis of the components of the transaction and allocated the consideration based on the relative fair value of each component. As the fair value of BDI equity interest was considered immaterial, the initial payment of approximately $1.1 million (EUR €1.0 million) was accounted for as a prepaid research and development collaboration payment on our consolidated balance sheet, and both the collaboration payment and the remaining $1 million commitment to be paid by Dyadic under the SFA will be expensed as the related research services are performed by BDI. As of September 30, 2018, there were three collaboration projects in progress under the SFA for a total of approximately EUR €0.7 million.
At September 30, 2018, the prepaid research and development collaboration payment of approximately USD $0.5 million is included in our consolidated balance sheet and has been allocated between the current and noncurrent based on whether it is expected to be used over the next 12-month period or beyond. For the three and nine months ended September 30, 2018, the research and development expenses related to the BDI R&D Agreements were recorded in research and development - related party in our consolidated statements of operations in the amount of approximately $0.3 million and $1.0 million, respectively.

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Note 4:    Commitments and Contingencies
Leases
Jupiter, Florida Headquarters
The Company’s corporate headquarters are located in Jupiter, Florida. The Company occupies approximately 4,900 square feet with a monthly rental rate and common area maintenance charges of approximately $9,400. The lease expires on June 30, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
The Netherlands Office
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies approximately 258 square feet with annual rentals and common area maintenance charges of approximately $4,700. The lease expires on January 31, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
Employment Agreements
In connection with Ping Rawson’s appointment as the Company’s Chief Accounting Officer, the Company’s Board of Directors approved compensation for Ms. Rawson as follows: Ms. Rawson will be entitled to an annual base salary of $210,000 and she is eligible for a discretionary annual performance bonus up to 100,000 stock options priced at the grant date. In addition, the Company granted Ms. Rawson a sign-on award of 50,000 stock options that will vest annually in equal installments over four years, and a conditional award of 50,000 stock options that will vest upon the Company’s becoming an SEC reporting entity. Such options will automatically vest, if for any reason the Board determines not to pursue SEC registration or in the event of a change of control. Ms. Rawson will be eligible for six months of severance benefits, if her services are no longer required due to a change of control or any reason other than for cause. Such severance benefits will increase to twelve months, one year from the effective date of the agreement or upon the Company becoming an SEC reporting entity, whichever occurs first.
Purchase Obligations
As of September 30, 2018, there have been no material changes to the Company’s purchase obligations outside the ordinary course of business as compared to December 31, 2017.
Legal Proceedings
On March 1, 2017, Dyadic and the Company’s former outside legal counsel consisting of the law firms of Greenberg Traurig, LLP, and Greenberg Traurig, P.A. reached a confidential settlement regarding its professional liability litigation before the case went to the jury. On April 14, 2017, the Company received the full settlement payment in the amount of $4.5 million, net of legal fees and expenses. In connection with a settlement agreement dated October 22, 2013 between Mark A. Emalfarb (“MAE”), and Dyadic, Dyadic agreed to pay MAE 5% of any net settlement proceeds up to $25 million, and 8% in excess of $25 million provided that the maximum amount payable under the agreement be limited to $6 million. In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017. 
From time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a case. Litigation is inherently unpredictable and costly. Any litigations, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.

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Note 5:    Share-Based Compensation
Description of Equity Plans
The 2011 Equity Incentive Plan (the “2011 Plan”) was adopted by the Company’s Board of Directors on April 28, 2011, and approved by the Company’s stockholders on June 15, 2011. The 2011 Plan serves as the successor to the Company’s 2006 Stock Option Plan (the “2006 Plan”). Since the effective date of the 2011 Plan, all future equity awards have been made from the 2011 Plan, and no additional awards will be granted under the 2006 plan. Under the 2011 Plan, 3,000,000 shares of the Company’s common stock have been reserved for issuance.
As of September 30, 2018, the Company had 3,411,890 stock options outstanding and an additional 1,277,211 shares of common stock available for grant under the 2011 Plan. As of December 31, 2017, the Company had 2,712,390 stock options outstanding and an additional 2,006,711shares of common stock available for grant under the 2011 Plan.
Stock Options
Options are granted to purchase common stock at prices that are equal to the fair value of the common shares on the date the option is granted. Vesting is determined by the Board of Directors at the time of grant. The term of any stock option awards under the Company’s 2011 Plan is no more than ten years except for options granted to the CEO, which is five years.
The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following:
Risk-free interest rate . The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant.
Expected dividend yield . The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future.
Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility since the DuPont Transaction. During the Company’s annual review of its volatility assumption in 2018, the Company determined that it would be appropriate to use the Company’s historical volatilities since 2016, as the DuPont Transaction had significant changes in the Company’s business and capital structure. The change in assumption is effective January 1, 2018 and only has impact on new options granted in 2018.
Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The Company determined to use the weighted-average vesting period and contractual term of the option as the best estimate of the expected life of a new option (except for options granted to the CEO, for which an expected life of 5 years was used).
Discount for lack of marketability. The Company applies a discount to reflect the lack of marketability due to the holding period restriction of its shares under Rule 144.
The assumptions used in the Black-Scholes option pricing model for stock options granted during the nine months ended September 30, 2018 are as follows:
Risk-Free interest rate
2.24% - 2.65%

Expected dividend yield
%
Expected stock price volatility
28.24
%
Expected life of option
5 - 6.25 years

Discount for lack of marketability
9.35
%

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The following table summarizes the stock option activity for the nine months ended September 30, 2018:
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2017
2,712,390

 
$
1.62

 
6.1

 
$
69,090

Granted (1)
979,500

 
1.40

 
 
 
 
Exercised
(30,000
)
 
0.15

 
 
 
 
Expired

 

 
 
 
 
Canceled  (2)
(250,000
)
 
1.69

 
 
 
 
Outstanding at September 30, 2018
3,411,890

 
$
1.56

 
5.1

 
$
497,453

 
 
 
 
 
 
 
 
Exercisable at September 30, 2018
2,135,598

 
$
1.57

 
4.1

 
$
303,851

___________________
(1)
Represents the following stock options granted:
Annual share-based compensation awards on January 2, 2018, including: (a) 492,000 stock options with an exercise price of $1.39 granted to executives and key personnel, vesting upon grant or one year anniversary, (b) 250,000 stock options with an exercise price of $1.39 granted to Board of Directors, vesting 25% upon grant and the remaining 75% will vest annually in equal installments over four years, and (c) 87,500 stock options with an exercise price of $1.39 granted to employees, vesting annually in equal installments over four years.
One-time awards on March 18, 2018, including: (a) 50,000 stock options with an exercise price of $1.44 granted to key personnel, vesting upon one year anniversary, (b) a sign-on award of 50,000 stock options and a conditional award of 50,000 stock options with an exercise price of $1.44 to the newly appointed Chief Accounting Officer. The sign-on options will vest annually in equal installments over four years, and the conditional award will vest once certain conditions are met.
(2)
Represents the cancellation of performance-based stock options granted to the Company’s former Chief Financial Officer, who separated from the Company on March 22, 2018. In addition, the Compensation Committee approved an extension of the exercise period of his vested stock options to June 30, 2019. The incremental cost of such modification, which approximated $39,000, was recognized immediately.

Compensation Expenses
We recognize all share-based payments to employees and our board of directors, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur.
Total non-cash stock option compensation expense was allocated among the following expense categories:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
General and administrative
$
51,887

 
$
53,534

 
$
356,024

 
$
465,183

Research and development
18,733

 
32,678

 
57,616

 
100,074

 
$
70,620

 
$
86,212

 
$
413,640

 
$
565,257

Note 6:    Shareholders’ Equity
Share Repurchases and Buybacks
Privately Negotiated Share Buyback Transactions
On January 11, 2017, the Company entered into a Securities Purchase Agreement with Pinnacle Family Office Investments L.P. (“Pinnacle”) to repurchase an aggregate of 2,363,590 shares of its common stock at $1.54 per share for an aggregate purchase price of $3,639,929. Upon repurchase, the shares were treated by Dyadic as treasury stock. The repurchase of shares from Pinnacle was in addition to Dyadic’s 2016 Stock Repurchase Program discussed below.

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Stock Repurchase Programs
On February 16, 2016, the Board of Directors authorized a one-year stock repurchase program, under which the Company was authorized to repurchase up to $15 million of its outstanding common stock (the “2016 Stock Repurchase Program”). The 2016 Stock Repurchase Program ended on February 15, 2017.
On August 16, 2017, the Board of Directors authorized a new one-year stock repurchase program, under which the Company may repurchase up to $5 million of its outstanding common stock (the “2017 Stock Repurchase Program”). On August 6, 2018, the Board of Directors authorized an extension of this stock repurchase program through August 15, 2019.
Under the 2017 Stock Repurchase Program, the Company is authorized to repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, is dependent upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from its existing cash resources. All repurchased shares are held in treasury.
The following table summarizes the Company’s stock repurchase activities:
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Amount
 
Total Number of Treasury Shares Purchased as Part of Publicly Announced Plan
 
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan
Privately Negotiated Transactions:
 
 
 
 
 
 
 
 
 
 
January 12, 2016 - Abengoa repurchased and retired shares
 
2,136,752

 
$
1.35

 
$
2,884,615

 

 
N/A

January 11, 2017 - Pinnacle Family Office Investments L.P. repurchased shares
 
2,363,590

 
1.54

 
3,639,929

 
2,363,590

 
N/A

 
 
 
 
 
 
 
 
 
 
$
15,000,000

2016 Stock Repurchase Program (1) :
 
 
 
 
 
 
 
 
 
 
February through December 2016
 
6,548,473

 
1.59

 
10,401,906

 
6,548,473

 
$
4,598,094

January through February 2017
 
1,315,507

 
1.56

 
2,046,377

 
1,315,507

 
$
5,765,790

 
 
 
 
 
 
 
 
 
 
 
2017 Stock Repurchase Program:
 
 
 
 
 
 
 
 
 
$
5,000,000

September through December 2017
 
381,607

 
1.41

 
537,661

 
381,607

 
$
4,462,339

January 2018
 
165,000

 
1.40

 
231,000

 
165,000

 
$
4,231,339

March 2018
 
102,000

 
1.41

 
143,820

 
102,000

 
$
4,087,519

August 2018
 
1,377,325

 
1.40

 
1,929,222

 
1,377,325

 
$
2,158,297

Total open market and privately negotiated purchases
 
14,390,254

 
$
1.52

 
$
21,814,530

 
12,253,502

 
 
___________________
(1)
The 2016 Stock Repurchase Program ended on February 15, 2017.

Treasury Stock
As of September 30, 2018, there were 12,253,502 shares of common stock held in treasury, at a cost of approximately $18.9 million, representing the purchase price on the date the shares were surrendered to the Company. As of December 31, 2017, there were 10,609,177 shares held in treasury, at a cost of approximately $16.6 million.

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Note 7:    Subsequent Events
The Company has reviewed subsequent events through November 7, 2018, the date these unaudited consolidated financial statements were available to be issued. Except as discussed in these quarterly financial statements and below, management is not aware of any material events that have occurred after the balance sheet date that would require adjustment to, or disclosure in the unaudited consolidated financial statements.
On November 5, 2018, the Company filed a Form 10 registration statement with the U.S. Securities and Exchange Commission (“SEC”), in order to register its common stock under the Securities Exchange Act of 1934, as amended.

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AUDITREPORT2018001.JPG

77



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
2017
 
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
5,786,348

 
$
6,889,357

Escrowed funds from sale of assets

 
7,364,859

Short-term investment securities
41,898,754

 
42,050,052

Interest receivable
489,841

 
493,154

Accounts receivable
271,029

 
588,213

Current portion of prepaid research and development
1,015,194

 

Prepaid expenses and other current assets
154,608

 
242,289

Total current assets
49,615,774

 
57,627,924

 
 
 
 
Non-current assets:
 
 
 
Long-term investment securities
922,648

 
1,066,643

Non-current portion of prepaid research and development
152,245

 

Other assets
53,492

 
5,853

Total assets
$
50,744,159

 
$
58,700,420

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
520,261

 
$
279,057

Accrued expenses
147,959

 
389,000

Provision for contract losses

 
216,324

Deferred research and development obligations

 
122,222

Income taxes payable
100,675

 
3,634

Total current liabilities
768,895

 
1,010,237

 
 
 
 
Commitment and contingencies (See Note 5)
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $.0001 par value:
 
 
 
Authorized shares - 5,000,000; none issued and outstanding

 

Common stock, $.001 par value:
 
 
 
Authorized shares - 100,000,000; issued shares - 38,936,988 and 38,930,738, outstanding shares - 28,327,811 and 32,382,265, as of December 31, 2017 and 2016, respectively
38,937

 
38,931

Additional paid-in capital
93,913,557

 
93,257,472

Treasury stock, shares held at cost - 10,609,177 and 6,548,473 shares, as of December 31, 2017 and 2016, respectively
(16,625,873
)
 
(10,401,906
)
Accumulated deficit
(27,351,357
)
 
(25,204,314
)
Total stockholders’ equity
49,975,264

 
57,690,183

Total liabilities and stockholders’ equity
$
50,744,159

 
$
58,700,420

The accompanying notes are an integral part of these audited consolidated financial statements

78



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Years Ended December 31,
 
2017
 
2016
Revenues:
 
 
 
Research and development revenue
$
758,420

 
$
592,886

 
 
 
 
Costs and expenses:
 
 
 
Costs of research and development revenue
680,197

 
516,162

Provision for contract losses
220,715

 
436,916

Research and development
1,765,474

 
885,602

Research and development - related party
437,621

 

General and administrative
5,030,354

 
4,562,115

Foreign currency exchange (gain) loss, net
(249,059
)
 
147,338

Total costs and expenses
7,885,302

 
6,548,133

 
 
 
 
Loss from operations
(7,126,882
)
 
(5,955,247
)
 
 
 
 
Other income:
 
 
 
Settlement of litigation, net
4,358,223

 
2,100,000

Interest income, net
566,146

 
484,581

Total other income
4,924,369

 
2,584,581

 
 
 
 
Loss before income taxes
(2,202,513
)
 
(3,370,666
)
 
 
 
 
(Benefit) provision for income taxes
(66,694
)
 
238,073

 
 
 
 
Net loss
$
(2,135,819
)
 
$
(3,608,739
)
 
 
 
 
Basic and diluted net loss per common share
$
(0.07
)
 
$
(0.10
)
 
 
 
 
Basic and diluted weighted-average common shares outstanding
28,917,961

 
36,538,444

The accompanying notes are an integral part of these audited consolidated financial statements

79



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 
Common Stock
 
Treasury Stock
 
Additional paid-in capital
 
Stock
subscriptions
 
Stock to be issued
 
Accumulated deficit
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
40,298,324

 
$
40,299

 

 
$

 
$
92,157,374

 
$
(40,625
)
 
$
350,553

 
$
(18,713,096
)
 
$
73,794,505

Stock-based compensation
96,774

 
97

 

 

 
624,711

 

 

 

 
624,808

Vesting of restricted stocks
219,776

 
219

 

 

 
349,959

 

 
(350,178
)
 

 

Exercise of warrants
123,812

 
123

 

 

 
25,757

 

 
(375
)
 

 
25,505

Exercise of stock options
264,288

 
264

 

 

 
(264
)
 

 

 

 

Sale of common stock
64,516

 
65

 

 

 
99,935

 

 

 

 
100,000

Repayment of stock subscriptions

 

 

 

 

 
40,625

 

 

 
40,625

Balance at Repurchases of common stock
(2,136,752
)
 
(2,136
)
 
(6,548,473
)
 
(10,401,906
)
 

 

 

 
(2,882,479
)
 
(13,286,521
)
Net loss

 

 

 

 

 

 

 
(3,608,739
)
 
(3,608,739
)
Balance at December 31, 2016
38,930,738

 
$
38,931

 
(6,548,473
)
 
$
(10,401,906
)
 
$
93,257,472

 
$

 
$

 
$
(25,204,314
)
 
$
57,690,183

Stock-based compensation

 

 

 

 
643,430

 

 

 

 
643,430

Exercise of stock options
6,250

 
6

 

 

 
1,431

 

 

 

 
1,437

Repurchases of common stock

 

 
(4,060,704
)
 
(6,223,967
)
 

 

 

 

 
(6,223,967
)
Cumulative effect of change in accounting principle

 

 

 

 
11,224

 

 

 
(11,224
)
 

Net loss

 

 

 

 

 

 

 
(2,135,819
)
 
(2,135,819
)
Balance at December 31, 2017
38,936,988

 
$
38,937

 
(10,609,177
)
 
$
(16,625,873
)
 
$
93,913,557

 
$

 
$

 
$
(27,351,357
)
 
$
49,975,264

The accompanying notes are an integral part of these audited consolidated financial statements

80



DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Years Ended December 31,
 
2017
 
2016
Cash flows from operating activities
 
 
 
Net loss
$
(2,135,819
)
 
$
(3,608,739
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 Stock-based compensation expense
643,430

 
624,808

 Amortization of premium on held-to-maturity securities, net
192,293

 
(560,695
)
 Provision for contract losses
(216,324
)
 
216,324

 Foreign currency exchange gain, net
(249,059
)
 
(15,218
)
 Changes in operating assets and liabilities:
 
 
 
 Interest receivable
3,313

 
(493,154
)
 Accounts receivable
333,020

 
(513,466
)
 Prepaid research and development
(1,167,439
)
 

 Prepaid expenses and other current assets
97,726

 
254,268

 Other assets
(47,452
)
 
129,600

 Accounts payable
207,434

 
(339,740
)
 Accrued expenses
(242,200
)
 
(1,722,539
)
 Deferred research and development obligation
(122,222
)
 
(6,796
)
 Income taxes payable
97,041

 
3,634

Net cash used in operating activities
(2,606,258
)
 
(6,031,713
)
 
 
 
 
Cash flows from investing activities
 
 
 
 Purchases of held-to-maturity investment securities
(50,548,000
)
 
(54,095,000
)
 Proceeds from maturities of investment securities
50,651,000

 
11,539,000

Net cash provided by (used in) investing activities
103,000

 
(42,556,000
)
 
 
 
 
Cash flows from financing activities
 
 
 
 Repurchases of common stock
(6,223,967
)
 
(13,286,521
)
 Proceeds from exercise of options
1,437

 

 Proceeds from issuance of stock

 
100,000

 Proceeds from repayment of stock subscriptions

 
40,625

 Proceeds from exercise of warrants

 
25,505

Net cash used in financing activities
(6,222,530
)
 
(13,120,391
)
Effect of exchange rate changes on cash
257,920

 

Net decrease in cash, cash equivalents and restricted cash
(8,467,868
)
 
(61,708,104
)
Cash, cash equivalents and restricted cash at beginning of period
14,254,216

 
75,962,320

Cash, cash equivalents and restricted cash at end of period
$
5,786,348

 
$
14,254,216

 
 
 
 
Supplemental cash flow information
 
 
 
Cash paid for interest
$

 
$
909

Cash paid for (received from) income taxes (refund)
$
(163,735
)
 
$
11,502

Non-cash items
 
 
 
Vesting of restricted stock
$

 
$
350,178

Stock for warrants previously issued
$

 
$
375

Net exercise of stock options
$

 
$
264

The accompanying notes are an integral part of these audited consolidated financial statements

81



Notes to the Consolidated Financial Statements
Note 1:    Organization and Summary of Significant Accounting Policies
Description of Business
Dyadic International, Inc. (“Dyadic”, “we”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with operations in the United States and the Netherlands. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical) applications. This technology is based on the Myceliophthora thermophila fungus, which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins.
On December 31, 2015, the Company sold its industrial technology business to DuPont’s (NYSE: DD) industrial biosciences business for $75.0 million (the “DuPont Transaction”). The DuPont Transaction included $8.0 million of the purchase price held in escrow for 18 months to ensure Dyadic’s obligations with respect to certain indemnity claims and working capital adjustments. The escrow amount of approximately $7.4 million was net of contractual working capital adjustments agreed to by the parties and interest earned to the release date, as previously reported. The Company received the escrowed funds on July 6, 2017.
When held in the escrow account, the Company’s escrowed funds from sale of assets were considered restricted cash, which includes cash and cash equivalents that are legally or contractually restricted as to withdrawal or usage. Effective July 1, 2017, we early adopted ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning and end of period total amounts shown on the statement of cash flows. As required by this ASU, we applied this change retrospectively to our consolidated statement of cash flows for the year ended December 31, 2016.
DuPont granted Dyadic co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, with the exclusive ability to enter into sub-license agreements. DuPont retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of pharmaceutical products, for which it will make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents either owned by DuPont or licensed in by DuPont.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and manufacturing of human and animal vaccines, monoclonal antibodies, biosimilars and/or biobetters, as well as other therapeutic proteins. In early 2018, we began to conduct certain funded research activities to further understand if, or how the C1 technology can be applied for use in developing and manufacturing metabolites.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation. The Company has reclassified certain 2016 amounts previously reported to conform to the 2017 consolidated financial statement presentation. These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).
Since concluding the DuPont Transaction, the Company has conducted business in one operating segment, which is identified by the Company based on how resources are allocated and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a whole.
Use of Estimates
The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and

82



liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements.
Concentrations
The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, and investment securities. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the Netherlands FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions, and has not experienced any losses in such accounts.
The Company’s revenues and accounts receivable were generated from two collaboration partners and one foreign government grant in 2017 and 2016. The loss of business from one or a combination of the Company’s significant customers could adversely affect its operations.
The Company conducts operations in The Netherlands through its foreign subsidiary, and generates a portion of its revenues from customers that are located outside of the United States. There was one European customer that accounted for approximately 22.7% of total revenue and approximately 14.9% of total accounts receivable for 2017. There were two European customers that accounted for approximately 99.5% of total revenue and approximately 78.7% of total accounts receivable for 2016.
Cash and Cash Equivalents
We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds, which are unrestricted for withdrawal or use.
Investment Securities
Investment securities are classified as held-to-maturity, available-for-sale, or trading. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company’s investments in debt securities have been classified and accounted for as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, the statement of cash flows reflects an investing outflow for the face value of the debt, with the premium reflected as an operating outflow. Other-than-temporary impairment charges, if incurred, will be included in other income (expense).
The Company’s investments in money market funds have been classified and accounted for as available-for-sale securities, and presented as cash equivalents on the consolidated balance sheet. As of December 31, 2017 and 2016, all our money market funds were invested in U.S. Government money market funds. The Company did not have any investment securities classified as trading as of December 31, 2017 and 2016.
The Company classifies its investment securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investment securities with maturities of 12 months or less are classified as short-term, and investment securities with maturities greater than 12 months are classified as long-term, from the applicable reporting date.
Accounts Receivable
Accounts receivable consist billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of contract costs and contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Substantially all of our accounts receivable were current and unbilled amounts that will be billed and collected over the next twelve months. There was no allowance for doubtful accounts as of December 31, 2017 and 2016.

83



The following table summarized the billed and unbilled receivables recorded in accounts receivable for the years ended December 31, 2017 and 2016:
 
December 31,
 
2017
 
2016
Billed receivable
$
208,475

 
$
125,000

Unbilled receivable
62,554

 
463,213

 
$
271,029

 
$
588,213

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
 
December 31,
 
2017
 
2016
Prepaid expenses - general
$
63,678

 
$
59,058

Prepaid insurance
89,760

 
94,313

Prepaid value added taxes
1,170

 
88,918

 
$
154,608

 
$
242,289

Accounts Payable
Accounts payable consisted of the following:
 
December 31,
 
2017
 
2016
Research and development costs
$
459,141

 
$
135,800

Legal expenses
6,865

 
64,930

Other
54,255

 
78,327

 
$
520,261

 
$
279,057

Accrued Expenses
Accrued expenses consisted of the following:
 
December 31,
 
2017
 
2016
Employee wages and benefits
$
83,674

 
$
93,400

Research and development costs
60,188

 
284,329

Other
4,097

 
11,271

 
$
147,959

 
$
389,000

Revenue Recognition
Revenue is recognized when (1) persuasive evidence of an arrangement exists; (2) services have been rendered or product has been delivered; (3) price to the customer is fixed and determinable; and (4) collection of the underlying receivable is reasonably assured.
Since the sale of our industrial technology business to DuPont on December 31, 2015, the Company has devoted substantial resources to the research and development of its C1 technology for use in the pharmaceutical industry and enhancement of our

84



intellectual property portfolio. We have no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third party collaborations and government grants. The Company may generate future revenue from license agreements and collaborative arrangements, which may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments.
The Company recognizes revenue from research funding under collaboration agreements when earned on a “proportional performance” basis as research hours are incurred. The Company typically performs services as specified in each respective agreement on a best efforts basis, and revenue is recognized over the respective contract periods as the services are performed. The Company initially defers revenue for any amounts billed and payments received in advance of related services performed. The Company then recognizes revenue pursuant to the related pattern of performance, based on total labor hours incurred relative to total labor hours estimated under the contract. Contract accounting requires judgment relative to assessing risks, estimating the revenue and costs and making assumptions for the length of time to complete the contract. Any changes to these assumptions and estimates could result in further adjustments in the future. Changes in estimated revenues, cost of revenues and the related effect on operating income are recognized in the current period using a cumulative catch-up adjustment to reflect the cumulative effect of the changes on current and prior periods based on a contact’s proportional performance completed.
Provision for Contract Losses
The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract. The provision for contract losses is based on judgment and estimates, including revenues and costs and when such loss is deemed probable to occur and is reasonable to estimate.
In connection with two collaboration agreements, provisions for loss of $220,715 and $436,916 were established for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, the remaining contract losses on the balance sheet were $0 and $216,324, respectively.
Research and Development Costs
Research and development (“R&D”) costs are expensed as incurred. The R&D costs are related to the Company’s internally funded R&D pharmaceutical programs and other governmental and commercial projects.
Research and development expenses consist of personnel-related costs, facilities, research-related overhead, services from contract research organizations, and other external costs. Research and development costs incurred by type of cost during the years ended December 31, 2017 and 2016 were as follows:
 
December 31,
 
2017
 
2016
Outside contracted services
$
1,299,072

 
$
498,713

Outside contracted services - related party
437,621

 

Personnel related costs
362,060

 
322,321

Facilities, overhead and other
104,342

 
64,568

 
$
2,203,095

 
$
885,602

Foreign Currency Transaction Gain or Loss
The Company’s foreign subsidiary uses the U.S. dollar as its functional currency, and it initially measures foreign currency denominated assets and liabilities at the transaction date. Monetary assets and liabilities are then re-measured at exchange rates in effect at the end of each period, and property and nonmonetary assets and liabilities are converted at historical rates.
Litigation Settlement
On March 1, 2017, the Company and Greenberg Traurig, LLP, and Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) reached a settlement before the case went to the jury. On April 14, 2017, the Company received the full settlement

85



payment in the amount of $4,500,000, net of legal fees and expenses. In connection with a settlement agreement dated October 22, 2013 between Mark A. Emalfarb (“MAE”), and Dyadic, Dyadic agreed to pay MAE 5% of any net settlement proceeds up to $25 million, and 8% in excess of $25 million provided that the maximum amount payable under the agreement be limited to $6 million. In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017.
On April 19, 2016, the Company received $2.1 million, in connection with the Company’s settlement with Bilzin Sumberg Baena Price & Axelrod LLP, in related professional liability litigation. The Company recorded such amount in the Company’s consolidated statement of operations, net of legal fees and expenses, for the year ended December 31, 2016.
Fair Value Measurements
The Company applies fair value accounting for certain financial instruments that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Assets and liabilities on the audited consolidated balance sheets are measured at carrying values, which approximate fair values due to the short term nature of these balances. Such items include cash and cash equivalents, accounts receivable, accounts payable, prepaid expenses, and accrued expenses. Investments in debt securities are recorded at amortized cost, and their estimated fair value amounts are provided by the third party broker service for disclosure purposes.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized.
In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provision of ASC 740.

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The Company classifies accrued interest and penalties related to its tax positions as a component of income tax expense. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities for the years before 2014.
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) and other revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss) under U.S. GAAP. The Company does not have any significant transactions that are required to be reported in other comprehensive income (loss), and therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements.
Stock-Based Compensation
We recognize all share-based payments to employees and our board of directors, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations based on the grant date fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents, such as stock options, warrants, restricted stock and convertible debt, were exercised or converted into common stock, calculated by applying the treasury stock method. Potentially dilutive securities whose effect would have been anti-dilutive are excluded from the calculation of diluted loss per share.
For the year ended December 31, 2017, 2,712,390 shares of stock options were excluded from the computation of diluted loss per share, as the effect would have been anti-dilutive.
For the year ended December 31, 2016, a total of 3,258,666 shares of potentially dilutive securities were excluded from the computation of diluted loss per share, which included 2,158,083 stock options and 1,147,276 warrants for the period prior to actual exercise as of December 31, 2016, as the effect would have been anti-dilutive.
Recent Accounting Pronouncements
Financial Instruments
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in the first quarter of 2018. The Company will adopt this new accounting guidance as required, and it is not expected to have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in the first quarter of 2020. The Company is currently evaluating the impact, if any, of the adoption of this newly issued guidance.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers.
Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing; and ASU 2016-12, Revenue from Contracts with Customer (Topic 606) - Narrow-Scope Improvement and Practical Expedients. The

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Company must adopt ASU 2016-08, ASU 2016-10, and ASU 2016-12 together with ASU 2014-09 (collectively, the “new revenue standards.”)
The Company will adopt the new revenue standards on January 1, 2018, using the full retrospective transition method. The Company does not expect the adoption of the new revenue standards to have a material impact on its consolidated financial position or result of operations. The Company’s first quarter 2018 report include with the new required disclosures.
Other Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 will be effective for the Company beginning in the first quarter of 2019 and early application is permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures.
In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments will be effective for interim and annual reporting periods beginning after December 15, 2018 (effective January 1, 2019 for the Company). The Company is still evaluating the impact, if any, of the adoption of this guidance.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarified how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company will adopt this new accounting guidance on January 1, 2018, and the Company’s consolidated statements of cash flows will be revised retrospectively for each period presented.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. Modification is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The amendments will be effective for interim and annual reporting periods beginning after December 15, 2017. This pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements.
Recent Adopted Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for employee share-based payment transactions including allowing excess tax benefits or tax deficiencies to be recognized as income tax benefits or expenses in the Statements of Operations rather than in Additional Paid in Capital (APIC). Also, excess tax benefits no longer represent a financing cash inflow on the Statement of Cash Flows and instead will be included as an operating activity. Under this guidance, excess tax benefits and tax deficiencies will be excluded from the calculation of diluted earnings per share, whereas under current accounting guidance, these amounts must be estimated and included in the calculation. In addition, this simplifies the accounting for forfeitures and changes the statutory tax withholding requirements for share-based payments.
The Company adopted ASU 2016-09 in the first quarter of 2017 that began January 1, 2017. We have elected to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. Because of the adoption of ASU 2016-09, we recognized the net cumulative effect of this change as an $11,224 increase to additional paid-in-capital, and an $11,224 increase to accumulative deficit as of January 1, 2017.

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In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which modifies the presentation of the statement of cash flows and requires reconciliation to the overall change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result, the statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The ASU is to be applied retrospectively for each period presented.
The Company early adopted ASU 2016-18 in the third quarter of 2017. The adoption of this ASU impacted the Company’s presentation of its statement of cash flows, however, it did not have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations. Accordingly, the Company has retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented. The following table summarizes, by financial statement line item, the adjusted presentation in the Company’s consolidated statement of cash flows as of December 31, 2016:
 
As Filed December 31, 2016
 
Adjustments
 
Adjusted December 31, 2016
Operating activities:
 
 
 
 
 
Other assets
$
125,923

 
$
3,677

 
$
129,600

Net cash used in operating activities
$
(6,035,390
)
 
$
3,677

 
$
(6,031,713
)
 
 
 
 
 
 
Net (decrease) increase in cash, cash equivalents and restricted cash
$
(61,711,781
)
 
$
3,677

 
$
(61,708,104
)
Cash, cash equivalents and restricted cash at beginning of period
68,601,138

 
7,361,182

 
75,962,320

Cash, cash equivalents and restricted cash at end of period
$
6,889,357

 
$
7,364,859

 
$
14,254,216

Note 2:    Cash, Cash Equivalent, and Investments
The Company’s investments in debt securities are classified as held-to-maturity and are recorded at amortized cost, and its investments in money market funds are classified as cash equivalents. The following table shows the Company’s cash, available-for-sale securities, and short-term and long-term investment securities by major security type as of December 31, 2017, and 2016:
 
December 31, 2017
 
Level (1)
 
Fair Value
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Adjusted Cost
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Cash
 
 
$
838,110

 
$

 
$

 
$
838,110

Money Market Funds
1
 
4,948,238

 

 

 
4,948,238

Subtotal
 
 
5,786,348

 

 

 
5,786,348

Short-Term Investment Securities (2)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
41,811,273

 

 
(87,481
)
 
41,898,754

Long-Term Investment Securities (3)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
911,698

 

 
(10,950
)
 
922,648

Total
 
 
$
48,509,319

 
$

 
$
(98,431
)
 
$
48,607,750


89



 
December 31, 2016
 
Level (1)
 
Fair Value
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Adjusted Cost
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Cash
 
 
$
3,501,160

 
$

 
$

 
$
3,501,160

Money Market Funds
1
 
3,388,197

 

 

 
3,388,197

Subtotal
 
 
6,889,357

 

 

 
6,889,357

Short-Term Investment Securities (2)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
41,983,334

 
708

 
(67,426
)
 
42,050,052

Long-Term Investment Securities (3)
 
 
 
 
 
 
 
 
 
Corporate Bonds (4)
2
 
1,058,240

 

 
(8,403
)
 
1,066,643

Total
 
 
$
49,930,931

 
$
708

 
$
(75,829
)
 
$
50,006,052

___________________
(1)
See Note 1 - Significant accounting policy for the definition of the three-level fair value hierarchy
(2)
Short-term investment securities will mature within 12 months or less, from the applicable reporting date
(3)
Long-term investment securities will mature between 12 and 18 months, from the applicable reporting date
(4)
The premiums paid to purchase held-to-maturity investment securities were $915,084 and $1,553,375 for the years ended December 31, 2017 and 2016, respectively

The Company considers the declines in market value of its investment portfolio to be temporary in nature. The Company’s investment policy requires investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of December 31, 2017, the Company does not consider any of its investments to be other-than-temporarily impaired.
Note 3:    Research and Collaboration Agreement
On June 30, 2017, the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The Vaccines Company, S.L.U. (“VLPbio”), both companies are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology company (“BDI Holdings” and together with BDI Pharma and VLPbio, “BDI”).
The R&D Agreements provide a framework under which the parties will engage in a research and development collaboration encompassing several different projects over approximately a two-year period, with a focus on advancing Dyadic’s proprietary C1 technology in the development of next generation biological vaccines and drugs. Dyadic expects to leverage the BDI team’s previous C1 gene expression and industrial fermentation scale-up and commercialization experience with yeast and filamentous fungi processes to further advance Dyadic’s proprietary C1 technology with the potential to commercialize certain biopharmaceutical product(s). All the data and any products developed from the funded research projects will be owned by Dyadic.
Upon closing of the BDI transaction, the Company paid EUR €1 million in cash to engage BDI to develop designated C1 based product candidates and further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI Holdings and a 3.3% equity interest in VLPbio. BDI is obligated to spend a minimum amount of EUR €936,000 over two years in the conduct of the research and development project under the RSA. If the research and development activities produce a product that is selected for additional development and commercialization, then Dyadic expects to share with BDI a range of between 50% and 75% of the net income from such selected product, depending upon the amount of BDI’s aggregate spend in the development of the selected product, with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and EUR €8 million for a 75% share. If BDI does not enter into an agreement with Dyadic for such additional development and commercialization of the selected product, then Dyadic will pay to BDI EUR €1.5 million of the net income from Dyadic’s commercialization, if any, of the selected product. In addition, under the SFA, Dyadic agreed to purchase from BDI at least USD $1 million in contract research services specified by Dyadic over two years since the closing of the BDI transaction.
The Company has concluded that BDI is not a Variable Interest Entity (“VIE”), because BDI has sufficient equity to finance its activities without additional subordinated financial support and its at-risk equity holders have the characteristics of a controlling financial interest. Additionally, Dyadic is not the primary beneficiary of BDI. Specifically, Dyadic does not have the

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power to control or direct the activities of BDI or its operations. As a result, the Company does not consolidate its investments in BDI, and the financial results of BDI are not included in the Company’s consolidated financial results.
The Company performed a valuation analysis of the components of the transaction and allocated the consideration based on the relative fair value of each component. As the fair value of BDI equity interest was considered immaterial, the initial payment of approximately USD $1.1 million (EUR €1.0 million) was accounted for as a prepaid research and development collaboration payment on our consolidated balance sheet, and both the collaboration payment and the remaining USD $1 million commitment to be paid by Dyadic under the SFA will be expensed as the related research services are performed by BDI. As of December 31, 2017, there were three collaboration projects in progress under the SFA for a total of approximately EUR €0.6 million.
At December 31, 2017, the prepaid research and development collaboration payment of approximately USD $1.2 million is included in our consolidated balance sheet and has been allocated between the current and noncurrent based on whether it is expected to be used over the next 12-month period or beyond. For the year ended December 31, 2017, research and development expenses related to BDI were recorded as research and development - related party in our consolidated statements of operations in the amount of approximately USD $0.4 million.
Note 4:    Income Taxes
The significant components of loss before income taxes are as follows:
 
Years Ended December 31,
 
2017
 
2016
U.S. operations
$
(2,096,939
)
 
$
(1,920,356
)
Foreign operations
(105,574
)
 
(1,450,310
)
Total loss before provision for income taxes
$
(2,202,513
)
 
$
(3,370,666
)
The significant components of our (benefit) provision for income tax for the years ended December 31, 2017 and 2016 are as follows:
 
Years Ended December 31,
 
2017
 
2016
Current and deferred tax (benefit) expense
 
 
 
Federal
$
(66,694
)
 
$
238,073

State

 

Foreign

 

 
$
(66,694
)
 
$
238,073

For the year ended December 31, 2017, the Company’s current income tax benefit of $66,694 consisted of differences between our estimated tax provisions and the actual amounts incurred of $167,784 offset by AMT taxes of $101,090.
The income tax provision differs from the expense amount that would result from applying the federal statutory rates to income before income taxes due to deferred income tax resulting from permanent differences, state taxes and a change in the deferred tax valuation allowance.
The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and is effective January 1, 2018. The new legislation contains several key provisions, including a reduction of the U.S. corporate income tax rate from 35% to 21%, and a change to alternative minimum taxes. We are required to remeasure all our U.S. deferred tax assets as of December 22, 2017 and record the impact of such remeasurement in our 2017 financial statements. For the year ended December 31, 2017, we recorded a decrease to deferred tax assets of $0.4 million and increase in valuation allowance of the same amount, all of which reflects the estimated impact associated with the remeasurement of our U.S. deferred tax asset at the lower U.S. federal corporate income tax rate.
As of December 31, 2017, the Company did not record any provisional estimate related to changes to alternative minimum taxes.  The staff of the SEC recognized the complexity of determining the impact of the TCJA, and on December 22, 2017 issued

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guidance in Staff Accounting Bulletin 118 (“SAB 118”). SAB 118 has provided guidance which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company will continue to analyze the TCJA and related accounting guidance and interpretations in order to finalize any impacts within the measurement period. We currently anticipate finalizing and recording any resulting adjustments by the end of fiscal year 2018.
The reconciliation between the statutory tax rates and the Company’s actual effective tax rate is as follows:
 
Years Ended December 31,
 
2017
 
2016
Tax at U.S. statutory rate
(34.00
)%
 
(34.00
)%
State taxes, net of federal benefit
(3.45
)
 
(3.57
)
Non-deductible items
1.73

 
0.61

Change in valuation allowance
12.97

 
48.87

True-up adjustment
7.10

 
3.95

Foreign operations
0.66

 
(10.78
)
Change in tax rates
19.40

 

AMT adjustment

 
1.98

 
4.41
 %
 
7.06
 %
The significant components of the Company’s net deferred income tax assets are as follows:
 
December 31,
 
2017
 
2016
Gain/Loss on disposals
$
(5,900
)
 
$
(8,800
)
Escrowed funds in connection with the sale of assets

 
(2,568,000
)
Stock option expense
154,300

 
26,800

NOL carryforward
1,088,000

 
3,445,700

AMT credit carryforward
1,005,300

 
1,063,100

General business credits
1,656,500

 
1,656,500

Other
(6,500
)
 
(9,100
)
Deferred tax asset, net of deferred tax liabilities
3,891,700

 
3,606,200

Valuation allowance
(3,891,700
)
 
(3,606,200
)
Net deferred tax asset
$

 
$

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2017 and 2016.
The Company had net operating loss (“NOL”) carryforwards available in 2017 that will begin to expire in 2035. As of December 31, 2017, and 2016, the Company had NOLs in the amount of approximately $2.9 million and $8.2 million, respectively.
As of December 31, 2017 and 2016, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.
On March 30, 2017, the Company received a letter from the United States Internal Revenue Service (the “IRS”) informing the Company that its 2015 federal tax return was selected for examination. During the period of May to September 2017, the Company had several meetings with the IRS agent and provided the IRS with all requested information. On October 17, 2017,

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the Company received the final closing letter from the IRS, informing the Company that its review of our tax filing for 2015 was complete, and no changes were required.
Note 5:    Commitments and Contingencies
Leases
Jupiter, Florida Headquarters
The Company’s corporate headquarters are located in Jupiter, Florida. The Company occupies approximately 4,900 square feet with a monthly rental rate and common area maintenance charges of approximately $9,400. The lease expires on June 30, 2018, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company.
The Netherlands Office
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies approximately 900 square feet with annual rentals and common area maintenance charges of approximately $4,700. The lease expires on January 31, 2019.
Purchase Obligations
The following table provides a schedule of commitments related to agreements to purchase certain services in the ordinary course of business, as of December 31, 2017:
2018
$
1,825,809

2019
207,031

2020

2021

2022

Thereafter

Total
$
2,032,840

The purchase obligations in the table above primarily related to our contracts with the Company’s contract research organizations to provide certain research services. The contracts set forth the Company’s minimum purchase requirements that are subject to adjustments based on certain performance conditions. Most contracts expire in 2018 except one which expires in March 2019.
Professional Liability Lawsuit
On March 26, 2009, the Company filed a complaint in the Circuit Court of the 15 th Judicial Circuit in and for Palm Beach County, Florida against Ernst & Young LLP and Ernst & Young-Hong Kong, L.P., alleging professional negligence/malpractice, breach of fiduciary duty and constructive fraud in connection with the accounting, advisory, auditing, consulting, financial and transactional services they provided to the Company.
On April 14, 2009, the Company amended the complaint (the “Amended Complaint”) by naming as additional defendants the Company’s former outside legal counsel consisting of the law firms of Greenberg Traurig, LLP, Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”), Jenkens & Gilchrist, P.C. (“Jenkens & Gilchrist”) and Bilzin Sumberg Baena Price & Axelrod LLP (“Bilzin Sumberg”) as well as attorney Robert I. Schwimmer who previously represented the Company while an attorney at Jenkens & Gilchrist and later at Greenberg Traurig. Jenkens & Gilchrist went out of business in 2007 and is in the process of winding up its business and affairs. The Company also named as defendants the law firm of Moscowitz & Moscowitz, P.A. and its attorneys Norman A. Moscowitz and Jane W. Moscowitz (collectively, the “Moscowitz Defendants”) who conducted the investigation and authored the investigative report requested by the Company’s Audit Committee following the discovery of alleged improprieties at the Company’s Asian subsidiaries. The claims against the Company’s former outside legal counsel are for breach of fiduciary duty and professional negligence. In addition to these claims, the Amended Complaint contains a claim of civil conspiracy against Ernst & Young LLP, Greenberg Traurig and Mr. Schwimmer. The claims against Ernst & Young LLP and

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Ernst & Young-Hong Kong, L.P. were subsequently stayed in the Circuit Court action and submitted to binding arbitration. A final hearing before the arbitration tribunal was completed on May 27, 2011. On February 29, 2012, the arbitration tribunal issued a Final Award which found no auditor negligence, denied the Company any recovery against Ernst & Young LLP and Ernst & Young Hong Kong L.P., and further provided that each party shall bear its own attorneys’ fees and costs.
On July 11, 2011, defendants Jenkens & Gilchrist, Bilzin Sumberg and the Moscowitz Defendants filed a counterclaim in the Circuit Court against the Company and a Third Party Complaint against its President and Chief Executive Officer, Mark Emalfarb, individually, for abuse of process.
The counter claim and Third Party Complaint filed by Jenkens & Gilchrist and Bilzin Sumberg also included claims for common law indemnity against the Company and Mr. Emalfarb. In addition, Jenkens & Gilchrist made a claim against the Company for breach of the implied covenant of good faith and fair dealing. On July 18, 2011, the Moscowitz Defendants filed a motion for summary judgment which the Circuit Court denied in its entirety. On September 9, 2011, Jenkens & Gilchrist and Bilzin Sumberg amended their counterclaim and Third Party Complaint which dropped their claims for abuse of process but retained their claims for common law indemnity against the Company and Mr. Emalfarb.
Bilzin Sumberg also added claims against the Company and Mr. Emalfarb for breach of its retainer agreements and for declaratory relief. Also on September 9, 2011, the Moscowitz Defendants dropped their claims for abuse of process against the Company and Mr. Emalfarb. On December 8, 2011, the Circuit Court dismissed without prejudice all counterclaims against the Company and all third party claims against Mr. Emalfarb.
On July 18, 2012, the Company filed a Second Amended Complaint which expanded and amplified the Company’s prior allegations of negligent acts and omissions by the defendants in the Circuit Court proceedings. All of the defendants have filed and served their answers and affirmative defenses.
On August 8, 2012, the Company, Jenkens & Gilchrist and Mr. Schwimmer entered into a Settlement Agreement and General Releases (the “J&G Settlement Agreement”) whereby Jenkens & Gilchrist paid the Company $525,000 for the mutual release and discharge of (1) all causes of action between the Company and Jenkens & Gilchrist, and (2) causes of action between the Company and Mr. Schwimmer including, but not limited to, those in the professional liability lawsuit, but only those which occurred while Mr. Schwimmer served as an attorney at Jenkens & Gilchrist and not while he served as an attorney at Greenberg Traurig or any other time. Such amount was included in other income in the consolidated statement of operations for the year ended December 31, 2012. Pursuant to the J&G Settlement Agreement, the Company, Jenkens & Gilchrist and Mr. Schwimmer have filed a Stipulation of Settlement with the Court to enforce the terms of the J&G Settlement Agreement including, but not limited to, the dismissal of Counts I and II of the Second Amended Complaint against Jenkens & Gilchrist and Mr. Schwimmer with prejudice.
On January 24, 2013, each of the remaining defendants served their amended affirmative defenses to the Second Amended Complaint. On February 11, 2013, the Company served its reply to such amended affirmative defenses.
The Company and the defendants in the Circuit Court proceedings are continuing to engage in written discovery, oral depositions and motion practice.
On November 26, 2013, the Court entered a Case Management Order. Pursuant to the Order, all pretrial motions and other litigation activities were to have been concluded by the end of 2014. The Court ordered mediation was held on November 10 th and 11 th, 2014.
On July 31, 2015, the Company reached a settlement with one of the three remaining defendant law firms in its ongoing professional liability litigation. On August 12, 2015 the Company received full payment in the amount of $2,170,000, which is net of fees and expenses. The settlement amount was reported in the Company’s consolidated statement of operations, in other income, for the year ended December 31, 2015.
On September 29, 2015, the Court removed the professional liability litigation from the Court’s eight week trial docket which commenced on October 26, 2015. Instead, the Court, in an effort to promote settlement, ordered the parties to non-binding arbitration with an initial hearing to occur before December 16, 2015. The parties were scheduled to appear before the Court on November 13, 2015 for hearings on various pre-trial motions. At that time, the Court was expected to address when the professional liability litigation will be set for trial in 2016. The parties also voluntarily agreed to again attend mediation on November 18, 2015.

94



The parties attended both mediation and non-binding arbitration. No resolution was reached. Pretrial motion practice is now substantially completed. On March 3, 2016, the Court issued an Order setting a six week jury trial commencing January 6, 2017.
On April 5, 2016, the Company reached a settlement with one of the two remaining defendant law firms, Bilzin Sumberg Baena Price & Axelrod LLP, in its ongoing professional liability litigation. On April 19, 2016, the Company received full payment in the amount of $2,100,000, which is net of legal fees and expenses. The settlement amount was reported in the Company’s consolidated statement of operations, in other income, for the quarter ended June 30, 2016. The trial with the remaining defendant law firm Greenberg Traurig, LLP, Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) and the estate of Robert I Schwimmer remains set for January 6, 2017.
On July 8, 2016, the Court heard oral argument on Greenberg Traurig’s Renewed Motion for Summary Judgment as to its judgmental immunity affirmative defense.
On July 28, 2016, the Company stipulated to the release of the estate of Robert Schwimmer as a defendant. This was a procedural decision as Greenberg Traurig remains liable for the negligent conduct of deceased Greenberg Traurig lawyer, Robert Schwimmer.
On August 17, 2016, the Court denied Greenberg Traurig’s Renewed Motion for Summary Judgment as to its judgmental immunity affirmative defense.
On October 17, 2016, Greenberg Traurig filed a Motion to Continue the Trial. On October 18, 2016, Greenberg Traurig filed a motion to bifurcate the liability and damages determination by the jury into separate trials.  On October 27, 2016, the Court heard oral argument on both motions.  Both motions were denied.
Trial commenced against Greenberg Traurig in this continuing professional liability litigation on January 6, 2017 and continued for eight weeks thereafter. On March 1, 2017, Dyadic and Greenberg Traurig settled before the case went to the jury, and reached a confidential settlement. On April 14, 2017, the Company received the full settlement payment in the amount of $4,500,000, net of legal fees and expenses. Per the settlement agreement dated October 22, 2013 between Mark A. Emalfarb (“MAE”), and Dyadic, whereby Dyadic agreed to pay MAE 5% of any net company proceeds up to $25 million, and 8% of any net company proceeds in excess of $25 million; provided, that the maximum amount payable under the agreement be limited to $6 million. In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017.
In addition to the matters noted above, from time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable and costly. While the Company believes that it has valid defenses with respect to the legal matters pending against it, protracted litigation and/or an unfavorable resolution of one or more of such proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.
Note 6:    Share-Based Compensation
Description of Equity Plans
The 2011 Equity Incentive Plan (the “2011 Plan”) was adopted by the Company’s Board of Directors on April 28, 2011, and approved by the Company’s stockholders on June 15, 2011. The 2011 Plan serves as the successor to the Company’s 2006 Stock Option Plan (the “2006 Plan”). Since the effective date of the 2011 Plan, all future equity awards were made from the 2011 Plan, and no additional awards will be granted under the 2006 plan. Under the 2011 Plan, 3,000,000 shares of the Company’s common stock have been initially reserved for issuance pursuant to a variety of share-based compensation awards, plus any shares available for issuance under the 2006 Plan or are subject to awards under the 2006 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2006 Plan.
As of December 31, 2017, there were 2,712,390 stock options outstanding and 2,006,711 shares of common stock were available for grant under the Company’s Equity Compensation Plans.

95



As of December 31, 2016, there were 2,158,083 stock options outstanding and 2,567,268 shares of common stock were available for grant under the Company’s Equity Compensation Plans.
Stock Options
Options are granted to purchase common stock at prices that are equal to the fair value of the common shares on the date the option is granted. Vesting is determined by the Board of Directors at the time of grant. The term of any stock option awards under the Company’s 2011 Plan is no more than ten years except for options granted to the CEO, which is five years.
The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. The Company has elected to account for forfeitures as they occur, upon the adoption of ASU 2016-09 beginning on January 1, 2017 (See Note 1 Recently Adopted Accounting Pronouncement). Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following:
Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant.
Expected dividend yield. The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future.
Expected stock price volatility. The expected stock price volatility was historically calculated based on the Company’s own volatility. During the Company’s annual review of its volatility assumption in 2017, the Company determined that it would be appropriate to use historical volatilities of peer companies adjusted for term and leverage as the best estimate of the Company’s expected stock price volatility, given the significant changes in the Company’s business and capital structure after the DuPont Transaction. The change in assumption is effective January 1, 2017 and only has impact on new options granted in 2017.
Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. During the Company’s annual review of its expected life of option assumption in 2017, the Company determined that it would be appropriate to use the weighted average vesting period and contractual term of the option as the best estimate of the expected life of a new option (except for the CEO which remains 5 years), given the reduction in force and employee pool changes after the DuPont Transaction. The change in assumption is effective January 1, 2017, and only has an impact on new options granted in 2017.
Discount for lack of marketability. The Company applies a discount to reflect the lack of marketability due to the holding period restriction of its shares under Rule 144.
The assumptions used in the Black-Scholes option pricing model for stock options granted for years ended December 31, 2017 and 2016 are as follows:
 
Years Ended December 31,
 
2017
 
2016
Risk-free interest rate
1.87% - 2.15%
 
1.18% - 2.24%
Expected dividend yield
—%
 
—%
Expected stock price volatility
70.24% - 71.43%
 
74.01% - 77.50%
Expected life of options
5 - 6.25 Years
 
5 - 10 Years
Discount for lack of marketability
17.72%
 
—%

96



The following table summarizes the stock option activities for years ended December 31, 2017 and 2016:
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2015
3,711,250

 
$
1.63

 
 
 
 
Granted
1,293,333

 
1.67

 
 
 
 
Exercised
(800,000
)
 
1.07

 
 
 
 
Expired
(150,000
)
 
2.12

 
 
 
 
Canceled
(1,896,500
)
 
1.89

 
 
 
 
Outstanding at December 31, 2016
2,158,083

 
$
1.60

 
6.1

 
$
214,883

Granted (1)
660,557

 
1.61

 
 
 
 
Exercised
(6,250
)
 
0.23

 
 
 
 
Expired
(100,000
)
 
1.33

 
 
 
 
Canceled

 

 
 
 
 
Outstanding at December 31, 2017
2,712,390

 
$
1.62

 
6.1

 
$
69,090

 
 
 
 
 
 
 
 
Exercisable at December 31, 2017
1,461,503

 
$
1.59

 
5.4

 
$
69,090

___________________
(1)
Represents stock options granted on January 3, 2017 in connection with routine annual share-based compensation awards, including (a) 339,667 stock options with an exercise price of $1.63 granted to executives and key personnel, vesting upon grant or one year anniversary, (b) 250,000 stock options with an exercise price of $1.63 granted to Board of Directors, vesting 25% upon grant and the remaining 75% will vest annually in equal installments over four years, and (c) 20,890 stock options with an exercise price of $1.63 granted to employees, vesting annually in equal installments over four years, as well as 50,000 stock options granted to a board member during the third quarter of 2017 with an exercise price of $1.43, vesting 25% upon grant and the remaining 75% will vest annually in equal installments over four years.

In April 2017, the Compensation Committee and the Board of Directors approved the amendment to equity awards previously granted to a board member who resigned on June 1, 2017. The amendment provided for (1) acceleration of the vesting dates, and (2) extension of the exercise period. At the time of such modification, the incremental cost of this change was recognized immediately and the amount was immaterial.
The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2017 and 2016 was $0.82 and $1.24 respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2017 and 2016 was $7,313 and $431,397, respectively.
As of December 31, 2017, total unrecognized compensation cost related to non-vested stock options granted under the Company’s share option plan was approximately $211,012, which is expected to be recognized over a weighted average period of 2.63 years. The Company will adjust unrecognized compensation cost for actual forfeitures as they occur.
Restricted Stock
Restricted stock is granted subject to certain restrictions. Vesting conditions are determined at the time of grant under the plan. The fair market value of restricted stock is generally determined based on the closing market price of the stock on the grant date.
For the year ended December 31, 2017, there were no restricted stock granted. For the year ended December 31, 2016, there were 100,300 shares granted to our board of directors with a weighted average grant-date fair value of $1.53 per share. As of December 31, 2017, and 2016, there was no unrecognized compensation cost related to non-vested restricted stock.

97



Compensation Expenses
The Company recognized non-cash share-based compensation expense for its share-based awards in its statement of operations, and these charges had no impact on the Company’s reported cash flows. Total non-cash share-based compensation expense was included among the following expense categories:
 
Years Ended December 31,
 
2017
 
2016
General and administrative
$
510,679

 
$
507,210

Research and development
132,751

 
117,598

Total
$
643,430

 
$
624,808

The following table summarizes the Company’s non-cash share-based compensation expense by award type for the years ended December 31, 2017, and 2016:
 
Years Ended December 31,
 
2017
 
2016
Share-based compensation expense - stock options
$
643,430

 
$
471,388

Share-based compensation expense - restricted stock

 
153,420

Total share-based compensation expense
$
643,430

 
$
624,808

Note 7:    Shareholders’ Equity
Issuances of Common Stock
The shares of common stock issued for the years ended December 31, 2017 and 2016 are as follows:
 
December 31, 2017
 
December 31, 2016
 
Number of Shares Issued
 
Weighted Average Issue Price per Share
 
Number of Shares Issued
 
Weighted Average Issue Price per Share
Exercise of stock options
6,250

 
$
0.15

 
264,288

 
$
1.63

Restricted shares and compensation

 

 
316,550

 
1.58

Sale of common stock

 

 
64,516

 
1.55

Exercise of warrants (1)

 

 
123,812

 
$
1.60

Total
6,250

 
 
 
769,166

 
 
___________________
(1)
During the year ended December 31, 2016, 1,147,273 warrants with an exercise price of $1.48 per share were exercised, resulting in an aggregate issuance of 121,312 shares of our common stock. An additional 2,500 shares of common stock were issued in connection with warrants exercised in 2015. As of December 31, 2017 and 2016, there were no warrants outstanding.

Share Repurchases and Buybacks
Privately Negotiated Share Buyback Transactions
On January 12, 2016, the Company repurchased and retired an aggregate of 2,136,752 shares of its common stock at $1.35 per share for an aggregate purchase price of $2,884,615 pursuant to a Securities Purchase Agreement entered into with Abengoa Bioenergy New Technologies, LLC (“ABNT”). The $1.35 per share price is equal to the average conversion price that Dyadic convertible debt holders received upon conversion of debt as of December 31, 2015. These shares repurchased from ABNT were treated as effective retirements, and therefore reduced reported shares issued and outstanding by the number of shares repurchased. The Company recorded the excess of the purchase price over the par value of the common stock in the accumulated deficit in compliance with US GAAP.

98



On January 11, 2017, the Company entered into a Securities Purchase Agreement with Pinnacle Family Office Investments L.P (“Pinnacle”) to repurchase an aggregate of 2,363,590 shares of its common stock at $1.54 per share for an aggregate purchase price of $3,639,929. Upon repurchase, the shares are treated by Dyadic as treasury stock. Subsequent to the repurchase, Pinnacle continued to own approximately 2.1 million common shares of Dyadic. The repurchase of shares from Pinnacle was in addition to Dyadic’s 2016 Stock Repurchase Program discussed below.
Stock Repurchase Programs
On February 16, 2016, the Board of Directors authorized a one-year stock repurchase program, under which the Company was authorized to repurchase up to $15 million of its outstanding common stock (the “2016 Stock Repurchase Program”). The 2016 Stock Repurchase Program ended on February 15, 2017.
On August 16, 2017, the Board of Directors authorized a new one-year stock repurchase program, under which the Company may repurchase up to $5 million of its outstanding common stock (the “2017 Stock Repurchase Program”).
Under the 2017 Stock Repurchase Program, the Company is authorized to repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, is dependent upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from its existing cash resources. All repurchased shares are held in treasury.
The following table summarizes the Company’s stock repurchase activities:
Period
 
Number of Shares Purchased
 
Average Repurchase Price per Share
 
Amount
 
Total Number of Treasury Shares Purchased as Part of Publicly Announced Plan
 
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan
Privately Negotiated Transactions:
 
 
 
 
 
 
 
 
 
 
January 12, 2016 - ABNT repurchased and retired shares
 
2,136,752

 
$
1.35

 
$
2,884,615

 

 
N/A
January 11, 2017 - Pinnacle Family Office Investments L.P. repurchased shares
 
2,363,590

 
1.54

 
3,639,929

 
2,363,590

 
N/A
 
 
 
 
 
 
 
 
 
 
 
2016 Stock Repurchase Program (1) :
 
 
 
 
 
 
 
 
 
$
15,000,000

January through December 2016
 
6,548,473

 
1.59

 
10,401,906

 
6,548,473

 
$
4,598,094

January 2017
 
867,507

 
1.60

 
1,384,021

 
867,507

 
$
3,214,073

February 2017
 
448,000

 
1.48

 
662,356

 
448,000

 
$
2,551,717

 
 
 
 
 
 
 
 
 
 
 
2017 Stock Repurchase Program:
 
 
 
 
 
 
 
 
 
$
5,000,000

September 2017
 
7,000

 
1.41

 
9,870

 
7,000

 
$
4,990,130

October 2017
 
22,000

 
1.40

 
30,840

 
22,000

 
$
4,959,290

November 2017
 
96,000

 
1.41

 
135,135

 
96,000

 
$
4,824,155

December 2017
 
256,607

 
1.41

 
361,816

 
256,607

 
$
4,462,339

Total open market and privately negotiated purchases
 
12,745,929

 
$
1.53

 
$
19,510,488

 
10,609,177

 
 
___________________
(1)
The 2016 Stock Repurchase Program ended on February 15, 2017.


99



Treasury Stock
As of December 31, 2017, 10,609,177 shares of common stock are being held in treasury, at a cost of approximately $16.6 million, representing the purchase price on the date the shares were surrendered to the Company. As of December 31, 2016, there were 6,548,473 shares held in treasury, at a cost of approximately $10.4 million.
Note 8:    Subsequent Events
For purpose of disclosure in the consolidated financial statements, the Company has evaluated subsequent events through March 27, 2018, the date the consolidated financial statements were available to be issued. Except as discussed below, management is not aware of any material events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the accompanying financial statements.
Subsequent to December 31, 2017, the Company repurchased, pursuant to the terms of its 2017 Stock Repurchase Program, 267,000 additional shares at a weighted average price of $1.40 per share through March 27, 2018.
Stock Option Grant
On January 2, 2018, the Company granted to executives and key personnel 492,000 stock options with an exercise price of $1.39. The options vest upon grant or one year anniversary.
On January 2, 2018, the Company granted to Board of Directors 200,000 stock options with an exercise price of $1.39. The options vest 25% upon grant and the remaining 75% will vest annually in equal installments over four years.
On January 2, 2018, the Company granted to non-executive employees and consultants 87,500 stock options with an exercise price of $1.39. The options will vest annually in equal installments over four years for employees, and upon one year anniversary for consultants.
On March 19, 2018, the Company granted to one key personnel a one-time award of 50,000 stock options with an exercise price of $1.44. The options will vest upon one year anniversary. In addition, the Company granted to the newly appointed Chief Accounting Officer a sign-on award of 50,000 stock options and a conditional award of 50,000 stock options with an exercise price of $1.44. The sign-on options will vest annually in equal installments over four years, and the conditional award will vest once certain conditions are met.
Board Member
On January 3, 2018, the Company appointed Barry Buckland, Ph.D., to its Board of Directors, and granted 50,000 stock options with an exercise of $1.39. The options vest 25% upon grant and the remaining 75% will vest annually in equal installments over four years.
Departure of Chief Financial Officer and Appointment of Chief Accounting Officer
The Company’s Chief Financial Officer, Thomas L. Dubinski, will not be returning from his previously announced medical leave of absence. Ping W. Rawson, the Company’s Director of Financial Reporting since June 2016, was promoted to Chief Accounting Officer on March 14, 2018 and will serve as the Company’s principal financial officer and assume responsibility for finance, tax and treasury.

100



Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There have been no changes in and/or disagreements with Mayer Hoffman McCann P.C., our independent registered public accountants, on accounting and financial disclosure matters.

101



Item 15. Financial Statement and Exhibits
(a)    Financial Statement

The financial statement attached to this Registration Statement are listed under “Item 13. Financial Statements and Supplementary Data.”

(b)    Exhibits
Exhibit No.
 
Description of Exhibit
2.1*
 
 
 
 
3.1
 
 
 
 
3.2
 
 
 
 
4.1
 
 
 
 
10.1**
 
 
 
 
10.2**
 
 
 
 
10.3**
 
 
 
 
10.4**
 
 
 
 
10.5**
 
 
 
 
10.6**
 
 
 
 
10.7**
 
 
 
 
10.8**
 
 
 
 
10.9**
 
 
 
 
10.10
 
 
 
 
10.11
 
 
 
 
10.12†
 
 
 
 
10.13
 
 
 
 
10.14
 
 
 
 
10.15
 
 
 
 
10.16†
 
 
 
 
10.17†
 
 
 
 
21.1
 
___________________
*
This filing excludes schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K.  A copy of any omitted schedule will be furnished supplementary to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
**
Identifies each management contract or compensatory plan or arrangement.
Portions of the exhibits have been omitted pursuant to a request for confidential treatment.

102



SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on January 14, 2019 .
Dyadic International, Inc.
 
 
By:
/s/ Mark A. Emalfarb
 
Mark A. Emalfarb
 
President and Chief Executive Officer
 
 
By:
/s/ Ping W. Rawson
 
Ping W. Rawson
 
Chief Accounting Officer

103
Exhibit 2.1

INVESTMENT AGREEMENT
with respect to
Biotechnology for Industry, S.L.
and
VLP The Vaccines Company, S.L.U.
executed by
Creux Análisis Estratégicos, S.L.
Mr. Emilio Gutiérrez Gómez
Mr. Carlos Blázquez Escudero
Mr. Ricardo Arjona Antolín
Ms. Ana Gómez Rodríguez
Mr. Luis Hilario Guerra Trueba
Floema Biotec, S.L.
Mr. Jorge Hernández Esteban
Mr. Yahia El-Amrani
and
DYADIC INTERNATIONAL (USA), INC
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
Madrid, on June 30 2017




TABLE OF CONTENTS
1.
DEFINITIONS AND INTERPRETATION.
4

 
 
 
2.
PURPOSE OF THE AGREEMENT; CLOSING.
11

 
 
 
3.
EXECUTION OF THE INVESTMENT ROUNDS.
13

 
 
 
4.
BDI PHARMACEUTICALS’ CAPITAL INCREASE AND USE OF PROCEEDS.
17

 
 
 
5.
DYADIC’S PREFERRED CONDITIONS.
18

 
 
 
6.
SHAREHOLDERS AGREEMENTS OF THE COMPANY AND OF VLP.
19

 
 
 
7.
SERVICE FRAMEWORK AGREEMENT; RESEARCH SERVICES AGREEMENT
20

 
 
 
8.
CLOSING CONDITIONS.
20

 
 
 
9.
CLOSING. ACTIONS ON THE CLOSING DATE. CLOSING DELIVERIES.
22

 
 
 
10.
COVENANTS.
25

 
 
 
11.
EXISTING SHAREHOLDERS’ WARRANTIES.
29

 
 
 
12.
EXISTING SHAREHOLDERS SPECIFIC INDEMNITIES OBLIGATIONS.
29

 
 
 
13.
LIMITATION OF LIABILITY.
30

 
 
 
14.
INVESTORS’ WARRANTIES.
30

 
 
 
15.
TERM.
31

 
 
 
16.
TERMINATION.
31

 
 
 
17.
CONFIDENTIALITY.
32

 
 
 
18.
EXPENSES AND TAXES.
34

 
 
 
19.
ASSIGNMENT.
34

 
 
 
20.
AMENDMENT.
34

 
 
 
21.
NOTICES.
35




 
 
 
22.
SUCCESSORS AND ASSIGNS.
37

 
 
 
23.
SEVERABILITY.
37

 
 
 
24.
SUPREMACY.
37

 
 
 
25.
ENTIRE AGREEMENT; COUNTERPARTS.
37

 
 
 
26
FURTHER ACTIONS.
38

 
 
 
27.
NON-WAIVER.
38

 
 
 
28.
PUBLICITY
38

 
 
 
29.
APPLICABLE LAW AND ARBITRATION.
39



2


INVESTMENT AGREEMENT
REGARDING
BIOTECHONOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.
AND
VLP THE VACCINES COMPANY, S.L.U.

In Madrid, on June 30, 2017
OF THE ONE PART
(1)
Creux Análisis Estratégicos, S.L. , a Spanish limited liability company, with registered office in calle         , Salamanca, holder of Spanish tax identification number         , represented by Mr. Emilio Gutiérrez Gómez, of legal age, a Spanish national, holding taxpayer identification number         , in force, and domiciled for this purposes in calle         , Salamanca. He acts in his capacity of Sole Director of the mentioned company.
(2)
Mr. Emilio Gutiérrez Gómez , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at calle         , Salamanca, acting in his own name and behalf.
(3)
Mr. Carlos Blázquez Escudero , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , represented by Mr. Pablo Gutiérrez Gómez, of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purposes at calle         ,         , Salamanca. He acts in the name and on behalf of Mr. Carlos Blázquez Escudero on virtue of special powers of attorney granted on his favour..
(4)
Mr. Ricardo Arjona Antolín , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         ,          - Sevilla, acting in his own name and behalf.
(5)
Ms. Ana Gómez Rodríguez , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at calle         ,         , Salamanca, acting in her own name and behalf.
(6)
Mr. Luis Hilario Guerra Trueba , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         ,         , Valladolid, represented by Mr. Emilio Gutiérrez Gómez, of legal age, a Spanish national, holding taxpayer identification number         , in force, and domiciled for this purposes in calle         ,         , Salamanca. He acts in his capacity of Attorney of Mr. Guerra Trueba.
(7)
Floema Biotec, S.L. , a Spanish limited liability company, with registered office in calle Gran Vía 6, 5º izquierda, holder of Spanish tax identification number         , represented by Mr. Antonio de Leyva Tejada, of legal age, a Spanish nationality, holding taxpayer identification number         , in force, and domiciled for this purposes at calle         ,         , 28036, Madrid. He acts in the name and on behalf of the entity Floema Biotec, S.L. on virtue of a special power of attorney (proxy) granted on his favour.

1


(8)
Mr. Jorge Hernández Esteban , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at calle         ,         ,          Madrid, acting in his own name and behalf.
(9)
Mr. Yahia El-Amrani , of legal age, with Moroccan nationality, holding taxpayer identification number          and domiciled for this purpose at         ,         ,          Madrid, represented by Mr. Emilio Gutiérrez Gómez, of legal age, a Spanish national, holding taxpayer identification number         , in force, and domiciled for this purposes in calle         ,         , Salamanca. He acts in his capacity of Attorney of Mr. El-Amrani.
Hereinafter the persons and companies identified in items (1) through (9) will be jointly referred to as the “ Existing Shareholders ”.
OF ANOTHER PART
(10)
DYADIC INTERNATIONAL (USA), INC , a US company incorporated and existing under the laws of Florida, USA, and duly registered with the Trade Registry of the State of Florida, USA with company registration number 45-0486747, having its corporate domicile at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477, USA (“ Dyadic ”), represented by Mr. Antonio Cañadas Bouwen, of legal age, with Spanish nationality, with ID number         , in force, and domiciled for this purposes in Madrid         . He acts in his capacity of Special Attorney of Dyadic.
(11)
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A. , a Spanish company, with registered office in calle Cavallers, 50, 08034 Barcelona, holder of Spanish tax identification number          (“ Inveready ”), represented by Mr. Roger Piqué Pijuan, of legal age, a Spanish national, holding taxpayer identification number          in force, and domiciled for this purposes in         . He acts in his capacity of general attorney of Inveready.
Hereinafter the companies identified in items (10) and (11) will be jointly referred to as the “ Investors ”.
AND OF ANOTHER PART
(12)
Biotechnology Developments For Industry, S.L. , a Spanish limited liability company, with registered office in Avenida Francisco Valles, 8, 47151, Boecillo (Valladolid), holder of Spanish tax identification number B47729934 (“ BDI Holding ” or the “ Company ”), represented by Mr. Pablo Gutiérrez Gómez, of legal age, with Spanish nationality, holding taxpayer identification number         , in force, and domiciled for this purposes in         , Boecillo. He acts in his capacity of Chief Executive Officer of BDI Holding.
(13)
VLP The Vaccines Company, S.L.U. , a Spanish limited liability company, with registered office in         , Salamanca, Spain, holder of Spanish tax identification number B37515111 ( “VLP” ), represented by Mr. Emilio Gutiérrez Gómez, of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at calle         , Salamanca. He acts in his capacity of legal representative of Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. which is the sole director of VLP.
The Existing Shareholders and the Investors shall be jointly referred to as the “ Shareholders ” and each one of them, individually, as a “ Shareholder ”.
Finally, the Shareholders, BDI Holding and VLP shall be jointly referred to as the “ Parties ” and each one of them as a “ Party ”.

2


The Parties mutually acknowledge their legal capacity to execute this agreement (the “ Agreement ”) and, accordingly,
WHEREAS
I.
The Company is a Spanish limited liability company, with its registered office at         , incorporated by virtue of the public deed granted by the Public Notary from Madrid, Mr. Jorge Prades López, on 22 September 2014, under number 789 of his public records, registered in the Commercial Registry of Valladolid under volume 1477, sheet 91, page VA-27242, and with tax identification number         .
II.
The Company is the sole shareholder of the entities listed in Schedule I (the “ Subsidiaries ”) and carries out its Business, directly and indirectly, through its Subsidiaries.
III.
VLP is a Spanish limited liability company, with its registered office at         , Salamanca, Spain, incorporated by virtue of the public deed granted by the Public Notary from Madrid, Mr. Antonio Morenés Giles who was substituting Mr. Andrés de la Fuente O’Connor, on March 16 2012, under number 435 of his public records, registered in the Commercial Registry of Salamanca under volume 426, sheet 219, page SA-14239, and with tax identification number         .
IV.
At the Agreement Date, (i) the Existing Shareholders hold the entire share capital of the Company as set forth in Schedule II and (ii) the Company holds the entire share capital of VLP as set out in Schedule I .
V.
Prior to the execution of this Agreement, the Investors and their advisors have carried out a Due Diligence (as defined below) of BDI Group, and a digital device containing the information provided for these purposes to the Investors through an online virtual data room established by BDI Group and hosted by iDeals is delivered to the Investors on the Agreement Date and which shall be deposited jointly by the Parties with the Public Notary on the Closing Date by means of a notarial affidavit of deposit (“ acta notarial de depósito ”), which includes a letter issued by iDeals, whereby such entity confirms that all of the contents of the digital device reflect the content of the virtual data room as of June 6 2017.
VI.
That in the context of (i) the Due Diligence review of the BDI Group on legal and labor made until April 7 th 2017, and on financial, IP and tax aspects made until June 6 2017 conducted by the Investors and their advisors, to the Investors’ entire satisfaction with full access to the information regarding such companies in the mentioned areas in order to determine the advantages and disadvantages of carrying out the Investment (as this term is defined below) (the “ Due Diligence ”) and (ii) subject to the Covenants and Closing Conditions set forth herein, the Investors are interested in, on Closing Date:

i.
investing in the Company and in VLP through an increase of capital of each of BDI Holding and VLP (the “ Investment Rounds ”);
ii.
entering into a shareholders agreement with the Existing Shareholders for the Company in the form attached to this Agreement as Exhibit A1 (the “ BDI Holding Shareholders Agreement ”) that will regulate the relationships among the Investors and the Existing Shareholders, in their capacity as shareholders of the Company, the relationships of such shareholders with the Company, the system of governance and management of the Company and the transfers of shares in the Company and several other commitments of the Shareholders related to the Company;
iii.
entering into a shareholders agreement with the Company for VLP in the form attached to this Agreement as Exhibit A2 (the “ VLP Shareholders Agreement ”) that will regulate the relationships among the Investors and the Company, in their capacity as shareholders of VLP,

3


the relationships of such shareholders with VLP, the system of governance and management of VLP and the transfers of shares in VLP and several other commitments of the shareholders related to VLP; and

iv.
entering into certain ancillary commitments and/or agreements as specified in this Agreement, among others, the Service Framework Agreement and the Research Services Agreement.
VII.
The Existing Shareholders, the Company and VLP are interested in formalizing on the Agreement Date the terms and conditions that shall govern (i) their mutual obligations with regard to the final structure of the Investment Rounds and the commitments of the Parties in this respect and (ii) their relations as shareholders of the Company or VLP (as applicable) upon the Closing Date, and the Investors are interested in making such Investment Rounds, subject to the compliance with the covenants set forth in Clause 10 of this Agreement, the Closing Conditions set forth in Clause 8 of this Agreement and on the basis of the representations given and the warranties made and pursuant to the terms and conditions contained herein.
Now therefore, in consideration of the foregoing, the Parties agree to enter into this Agreement, which shall be governed by the following:
CLAUSES
1.
DEFINITIONS AND INTERPRETATION.
1.1
Definitions . In the Agreement the following terms shall have the meanings specified below:
Affiliate ” means any entity directly or indirectly controlled by, controlling, or under common control with, a Party to this Agreement, but only for so long as such control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and “under common control with”) means possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of an entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.
Agreement ” means this agreement, together with its Exhibits and its Schedules.
Agreement Date ” means the date on which the Agreement is executed, as appears first above written.
Anti-Bribery Laws means:
(a)
the Spanish Criminal Code; and
(b)
any other Applicable Law, rule or regulation of similar purpose and scope in any jurisdiction applicable to the BDI Group, including without limitation the Foreign Corrupt Practices Act of the United States and the United Kingdom Bribery Act of 2010, as both may be amended from time to time.
“Applicable Law” means, with respect to any Person, any law, regulation, rule, judgment, order, decree, award, Governmental Approval, grant, license, agreement, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, then in force and applicable to such Person or its subsidiaries or their respective assets.

4


BDI Holding ” shall have the meaning set forth in Recital 12.
“BDI Holding Shareholders Agreements” means the shareholders agreement substantially in the form attached as Exhibit A1.
BDI Group ” means the Company and the Subsidiaries.
“BDI Pharmaceuticals” means Biotechnology Developments for Industry in Pharmaceuticals, S.L.U.
“BDI Pharmaceuticals’ Capital Increase” shall have the meaning set forth in Clause 4.2.
“BDI Pharmceutical’s Capital Increase Deed” shall have the meaning set forth in Clause 4.2.
BDI Pharmaceuticals’ Project A Account ” means the BDI Pharmaceuticals’ bank account nº IBAN:          (Banco de Santander) into which BDI Holding shall transfer EUR 934,000.- resulting from the Dyadic’s Cash-In Component.
BDI Pharmaceuticals’ Account ” means the BDI Pharmaceuticals’ bank account nº IBAN          (Bankinter) into which BDI Holding shall transfer the remaining EUR 216,000 resulting from the Inveready’s Company Cash-in Component.
Business ” means the corporate activity or business ordinarily carried out by BDI Group consisting of the investigation, development and innovation of technical and scientific activities, such as biotechnology and other with technology basis.
Business Day ” means any day except Saturdays, Sundays or public holidays or days in which banks are not open in Madrid, Spain or Jupiter, Florida.
Bylaws of BDI Holding ” means the bylaws of the Company.
Bylaws of VLP ” means the bylaws of VLP.
Capital Increases ” means, collectively, the BDI Pharmaceuticals’ Capital Increase in , VLP’s Capital Increase and the Company’s Capital Increase.
Capital Increase Deeds ” means, collectively, the Company’s Capital Increase Deed, BDI Pharmaceuticals’ Capital Increase Deed and VLP Capital Increase Deed.
Closing ” means closing formalization of this Agreement by virtue of the execution of the Capital Increases and all the transactions contemplated by this Agreement.
Closing Conditions ” shall have the meaning set forth in Clause 8.1.
Closing Date ” shall have the meaning set forth in Clause 9.1.
Closing Deliveries ” shall have the meaning set forth in Clause 9.4
Company ” shall have the meaning set forth in Recital 12.
Company’s Accounts ” means the Company’s following bank accounts where Dyadic and Inveready shall transfer their respective portions of the Cash-In Component:
Dyadic’s Company Cash-In Component shall be transferred to Company’s bank account nº IBAN:          (Banco de Santander); and

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Inveready’s Company Cash-In Component shall be transferred to Company’s bank account nº IBAN:         (Bankinter).
Companies Acts means the Spanish Companies Act 1/2010 dated July 2nd (“Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital”) and includes any enactment passed after that Act which may, by reason of that or any other enactment, be cited together with that Act as “the Companies Acts”.
Company’s Capital Increase ” shall have the meaning set forth in Clause 3.1.
Company’s Capital Increase Deed ” shall have the meaning set forth in Clause 3.1.3.
Company’s Capital Increase Shares ” means the Shares newly issued by the virtue of the Company’s Capital Increase.
Company Cash-In Component ” means the aggregate of the Investors’ cash (EUR) contributions necessary for the Company’s Capital Increase.
Company’s Shares ” means the shares in which the share capital of the Company is divided after the Company’s Capital Increase.
Company’s VLP Cash-In Component ” has the meaning set forth in Clause 3.2.2. (ii).
“Confidential Information” shall have the meaning set forth in Clause 17 of this Agreement.
Covenants ” means the covenants agreed by the Parties as set forth in Clause 10 of this Agreement.
Data Protection Legislation ” means the LOPD and any regulations made thereunder and the Data Protection Directive 95/46/EC in the territory in which the BDI Group is incorporated or in which the Business operates as the case may be.
“Data Room” means the contents of the electronic data room via iDeals containing (i) documents and information relating to the legal and labour areas of the BDI Group uploaded until April 7 th 2017, (ii) documents and information relating to the IP, finance and tax areas of the BDI Group uploaded until June 6 2017, and (iii) the information memoranda and presentations provided by the Company before the date of this Agreement contained on pendrive delivered to the Investors on the Agreement Date and that will further be deposited before the Public Notary on Closing Date.
Disclosed Information” or “Disclosed means true and correct information disclosed to the Investors in the Data Room with sufficient detail to enable the Investors to identify the nature and scope of the matters, facts or circumstances disclosed and the nature of their consequences. Any documents and information relating to the legal and labour areas of the BDI Group uploaded after April 7 th 2017 and any documents and information relating to the IP, finance and tax areas of the BDI Group uploaded after June 6 2017 shall not be considered as Disclosed in the Data Room.
Disclosing Party ” shall have the meaning set forth in Clause 17.1.
Domain Names ” shall have the meaning given in Section 13.3 of Schedule IV .
“Due Diligence” shall have the meaning given in Whereas VI.
Dyadic ” shall have the meaning set forth in Recital 10.

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Dyadic’s Company Cash-In Component ” shall have the meaning set forth in Clause 3.1.2. (ii).
“Dyadic’s Nominee” shall have the meaning set forth in Clause 5.1.
Dyadic’s VLP Cash-In Component ” shall have the meaning set forth in Clause 3.2.2. (ii).
Encumbrance ” means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge (whether fixed or floating), pledge, lien, assignment, hypothecation, security interest, right of retention of title or any other form of security interest or obligation (including any conditional obligations to create any of the same).
Existing Shareholders ” shall have the meaning set forth in Recital 9.
Financial Statements ” shall have the meaning given in section 6.1 of Schedule IV.
Financial Projections ” means those projections included in the file 1.9.1. of the Data Room.
“Indebtedness” means all borrowings and indebtedness (including by way of acceptance credits, discounting or similar facilities, finance leases, loan stocks, bonds, debentures, notes, debt or inventory financing, or sale and finance leaseback arrangements, overdrafts, or other similar arrangements the purpose of which is to borrow money), together with any interest accrued on such amounts, owed to any banking, financial, acceptance, credit, lending or other similar institution or organisation or any institutional investor or any other person.
Indemnification Claim ” means any claim of (i) any breach or inaccuracy of any of the Warranties set forth in Section 11 of the Agreement and Schedule V attached thereto as well as (ii) the Specific Indemnities set forth in Clause 12, and (iii) any breach or inaccuracy of the Covenants or obligations of the Existing Shareholders, the Company or VLP under this Agreement.
Inveready ” shall have the meaning set forth in Recital 11.
Inveready’s Company Cash-In Component ” has the meaning set forth in Clause 3.2.1. (ii).
Inveready’s VLP Cash-In Component ” has the meaning set forth in Clause 3.2.2. (ii).
Investment Rounds ” has the meaning set forth in Clause 3.
“Investors” shall have the meaning set forth in Recital 11.
“IP Rights” shall have the meaning given in section 13.1 of Schedule IV
Last Accounts ” means the balance sheet of the BDI Group as at the Last Accounts Date and the profit and loss account of the BDI Group made up to the Last Accounts Date and (in each case) the directors’ reports and notes thereon (true copies of which are included in the Data Room).
Last Accounts Date ” means 31 December 2016.
“Law” means any state, provincial, local or foreign statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law.
Liability Distribution Percentages ” means the percentages set forth in Schedule III.
“Long Stop Date” has the meaning set forth in Clause 8.4.

7


LOPD ” means the Protection of Personal Data Act 15/1999 of December 13th (“Ley Orgánica 15/1999 de Protección de Datos”).
“Loss” means any actual (as opposite to contingent) losses, claims, demands, actions, damages, penalties, fines, obligations and liabilities (including reasonably incurred costs and expenses) together with any VAT thereon, other than loss of profits and indirect damages, as a direct consequence of any breach of the Warranties or any breach of any other obligations established in the Agreement.
Management Accounts means the balance sheet and profit and loss account of the BDI Group for the period from the Last Accounts Date until the Management Accounts Date (true copies of which are included in the Data Room).
Management Accounts Date means 30 April 2017.
“Material Adverse Effect” means, with respect to BDI Group, the effect of any circumstance, change, development or event that:
(a)
decreases the net equity, turn over or EBIT, of the BDI Group by more than five per cent (5%) as set forth in the Management Accounts; or
(b)
prevents or materially impedes, interferes with, hinders or substantially delays the consummation of the Transaction contemplated by this Agreement.
“Material Contract means any contract, arrangement or obligation to which the BDI Group are a party and which is:
(a)
with a significant customer;
(b)
with a significant supplier;
(c)
material to the continued operations and business of the BDI Group; or
(d)
outside the ordinary course of its business.
Notary ” means the Spanish Notary designated by the Company to authorize the Capital Increase Deeds.
Option Notice ” shall have the meaning given in Clause 5.2.
Out Licenses ” shall have the meaning given in Clause 13.6 of Schedule IV.
Party ” or “ Parties ” shall have the meaning set forth in Recital 13.
Person/s ” means any individual, corporation, business trust, joint venture, association, company, limited liability entity, firm, partnership, or other entity or governmental body, including their heirs, successors and assignees.
PGC means the General Accounting Plan (“ RD1514/2007, de 16 de noviembre, por el que se aprueba el Plan General de Contabilidad .”) of generally accepted accounting practices, principles and standards in compliance with all Applicable Laws in Spain.
Preferred Option ” shall have the meaning set forth in Clause 5.1.

8


Project A ” means the C1 project (including the research license to be granted by Dyadic for the use of C1 within Project A) set forth in the Research Services Agreement.
Receiving Party ” shall have the meaning set forth in Clause 17.1.
Research Services Agreement ” means the separate agreement to be entered into by Dyadic, on the one hand, and BDI Pharmaceuticals, on the other hand, on the Closing Date and in the agreed form attached to this Agreement as Exhibit C .
Services Framework Agreement ” means the separate agreement to be entered into by Dyadic, on the one hand, and BDI Pharmaceuticals, on the other hand, on the Closing Date and in the agreed form attached to this Agreement as Exhibit B .
Shareholders ” shall have the meaning set forth in Recital 13.
Shareholders Agreements ” means the BDI Holding Shareholders Agreement and the VLP Shareholders Agreement.
“Specific Indemnities ” means the specific indemnities set out in Clause 12 of this Agreement.
“Spanish Law” means any law, regulation, rule, order and/or decree, then in force and applicable in Spain.
Subsidiaries ” means the companies described in Schedule I to this Agreement.
Tax ” or “ Taxes ” means all forms of tax, charge, duty, impost, tariff, withholding, deduction, rate, levy and governmental charge (whether national or local) in the nature of tax whenever created, enacted or imposed, and whether of Spain or elsewhere, and any amount payable to any Tax Authority or any other person as a result of any enactment relating to tax, together with all related fines, penalties, interest, costs, charges and surcharges.
“Tax Authority means any statutory or governmental authority or body (whether in Spain or elsewhere) involved in the collection or administration of Tax.
Transaction ” and “ Transaction Documents ” shall have the meaning set forth in Clause 2.1.
“Use of Proceeds” shall have the meaning set forth in Clause 4.1.
VLP ” shall have the meaning set forth in Recital 13.
VLP’s Accounts ” means the VLP’s following bank accounts where Dyadic, Inveready and the Company shall transfer their respective investment within the share capital of VLP according to Clause 3.2.2:
Dyadic’s VLP Cash-In Component shall be transferred to VLP’s bank account nº IBAN:          (Banco de Santander);
Inveready’s VLP Cash-In Component shall be transferred to VLP’s bank account nº IBAN:          (Bankinter); and
Company’s VLP Cash-In Component shall be transferred to VLP’s bank account nº IBAN:         (Bankinter).

9


VLP’s Capital Increase ” shall have the meaning set forth in Clause 3.2.
VLP’s Capital Increase Deed ” means the Spanish notarial deed which shall be used to formalize the VLP’s Capital Increase.
VLP’s Capital Increase Shares ” means the shares newly issued by the virtue of the VLP’s Capital Increase.
“VLP Shareholders Agreement” means the shareholders agreement substantially in the form attached to this Agreement as Exhibit A2.
Warranties ” or “ Warranty ” means the warranties set forth in Schedule IV.
1.2
Interpretation :
In the Agreement, unless indicated otherwise:
(i)
Any reference to the Agreement must be deemed to be made to the Agreement, its Exhibits and its Schedules.
(ii)
Any reference to “ Clause ”, “ Exhibit ” or “ Schedule ” must be deemed to be made to a Clause of, Exhibit to or Schedule to the Agreement.
(iii)
Exhibits and Schedules: The Exhibits and Schedules to this Agreement are incorporated into and form an integral part of this Agreement. If an Exhibit is a form of agreement, such agreement, when executed and delivered by the corresponding Parties at Closing Date shall constitute a document independent of this Agreement.
(iv)
Wherever the terms “ includes ”, “ included ”, “ include ” and “ including ” are used, they shall be deemed to be followed by the expression “ without limitation ”.
(v)
Any reference to one gender includes the other, and words in the singular shall include the plural, and vice versa.
(vi)
If an obligation is qualified or formulated by reference to the use of “ best endeavors ”, “ best efforts ” or another similar expression, it refers to the endeavors that a Person with the firm intention to achieve an outcome would use in similar circumstances to ensure the achievement of such outcome as soon as possible, taking into account, among other factors:
(a)
the price, financial interest and other terms of the obligation;
(b)
the degree of risk normally entailed by the achievement of the expected outcome;
(c)
the ability of an unrelated Person to exert an influence on the performance of the obligation; and
(d)
that in no event shall any Party having committed to use best efforts be obliged to perform any payment or furnish any sort of financial guarantee to a third party in the context of the achievement of the outcome to which such Party had committed to use its best efforts.
(vii)
Any reference to “ days ” shall be deemed to be made to “ calendar days ”. Any periods expressed in days shall start to be counted from the day immediately following that on which the counting starts. If the last day of a period is not a Business Day, the period in question shall be deemed

10


to have been automatically extended until the first following Business Day. Periods expressed in months shall be counted from date to date unless in the last month of the period such date does not exist, in which case the period shall end on the first Business Day of the immediately following month.
(viii)
Any reference to “ from ”, “ as from ”, “ as of ” or “ through ” a given date shall be understood to include such date.
(ix)
The headings used in the Agreement are included for reference only and shall not form part of the Agreement for any other purpose or affect the interpretation of any of its clauses.
(x)
Terms appearing in Spanish shall have the meanings ascribed to them in Spanish legislation.
(xi)
References to “€”, EUR ” or “ Euro ” are references to the lawful currency from time to time of the Eurozone.
(xii)
If any Warranty is qualified by the expression “ to the Existing Shareholder’s, the Company’s, or VLP’s knowledge or “to the Company’s knowledge” or words to such effect, such expression shall mean that the Company has made due and careful inquiry into the subject matter of that Warranty (including inquiries, where applicable, of the directors, officers, managers, senior employees, agents and advisers of the members of the BDI Group) and gives, to the best of their current knowledge, the corresponding Warranty, in their belief that said Warranty is true and accurate, acting in compliance with the principles of contractual good faith and the proper care of a dedicated professional, taking into account the history of the Company in the normal and ordinary course of its business, it being understood that it shall be used for the sole purposes of avoiding potential claims regarding fraud or willful misconduct against the Company in case of misrepresentation.
2.
PURPOSE OF THE AGREEMENT; CLOSING.
2.1
The purpose of this Agreement is to set out the framework of binding rules that the Parties shall abide by in relation to:
(i)
the execution of the Investment Rounds, including the Capital Increases, as described in Clause 3 below;
(ii)
the execution of BDI Pharmaceuticals’ Capital Increase as described in Clause 4 below;
(iii)
execution of the BDI Holding Shareholders Agreement that will regulate the relations of the Existing Shareholders and the Investors after the Closing Date as direct Shareholders of the Company in connection with, amongst other:
(a)
the governance and administration of the Company, and
(b)
the transfer of shares of the Company, for the purposes of providing a stable shareholding structure and facilitating the management of the Company with the objective of maximizing value for the Shareholders; and
(c)
certain other commitments of the Shareholders related to the Company.

11


(iv)
execution of the VLP Shareholders Agreement that will regulate the relations of the Company and the Investors after the Closing Date as direct shareholders of VLP in connection with, amongst other:
(a)
the governance and administration of VLP, and
(b)
the transfer of shares of VLP, for the purposes of providing with a stable shareholding structure and facilitating the management of VLP with the objective of maximizing value for the Shareholders; and
(c)
certain other commitments of the Shareholders related to the Company;
(v)
execution of the Services Framework Agreement between Dyadic International, Inc and BDI Pharmaceuticals in the form of Exhibit B ; and
(vi)
execution of the Research Services Agreement between Dyadic International, Inc and BDI Pharmaceuticals in form of Exhibit C .
This Agreement, the Capital Increases Deeds, the Shareholders Agreements, the Services Framework Agreement, the Research Services Agreement and the completion of all the other actions set forth in this Agreement shall be jointly referred to as the “ Transaction Documents ”, being the whole transaction established in this Agreement referred to as the “ Transaction ”.
The Parties further agree that after the Closing Date they shall exercise their rights as Shareholders of the Company, of BDI Pharmaceuticals and of VLP in a way that ensures performance of and compliance with the Agreement. Without prejudice to the generality of the foregoing, after the Closing Date the Parties undertake promptly to pass, or to cause their appointees in the relevant corporate bodies of the Company and any of the Subsidiaries of the BDI Group to promptly pass, any resolution or take any action necessary or convenient to implement fully and abide by the provisions of this Agreement.
3.
EXECUTION OF THE INVESTMENT ROUNDS.
3.1
Investment Round in the Company.
3.1.1
The Existing Shareholders irrevocably undertake to hold a General Shareholders Meeting (“ Junta General de socios con carácter universal ”) on the Agreement Date with the aim to conduct and approve the Company’s Capital Increase. The Existing Shareholders shall adopt the following decisions:
(i)    To approve the capital increase within the share capital of the Company for a total amount of EUR 1,434,000.-. Said Capital Increase shall be made through the issuance of 16,440,249 newly issued shares (“ participaciones sociales ”) in the Company, of ONE CENT OF EURO (€0,01) of face value each, numbered from 49,985,001 to 66,425,249 (both inclusive) and with the same economic and voting rights assigned to all the current shares of the Company ( Company’s Capital Increase Shares ). The subscription of the Capital Increase Shares of the Company by the Investors is set forth in Clause 3.2.1(ii) hereunder.
(ii)    Said Company’s Capital Increase shall be unanimously approved by all the Existing Shareholders. Consequently, the issuance to the Investors of the newly issued shares payable in cash will be conditional on the Investors making their cash payment of their respective Cash-in Component by means of wire transfers from the Investors to be received in the Company’s bank account on Closing Date.

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(iii)    The Existing Shareholders hereby irrevocably agree to take the actions set forth in this Clause 3.1 to enable the Company to issue the Company’s Capital Increase Shares to the Investors. Consequently, the Existing Shareholders and, if necessary, the Company, will expressly and irrevocably waive any and all rights of first refusal, pre-emptive rights, notices, consents or other rights such Existing Shareholders and/or the Company may have under any agreement or arrangement in connection with the Company’s Capital Increase.
(iv)    The decisions adopted by the Existing Shareholders in the General Shareholders Meeting shall be reflected in the corresponding minutes substantially in the form attached hereto as Exhibit D1 which will include (i) the Company’s Capital Increase approval according to the terms described in this Clause 3.1, (ii) the waiver of all rights of first refusal, pre-emptive rights, notices, consents or other rights that the Existing Shareholders and, if applicable, the Company may have in relation to the Company’s Capital Increase, (iii) the amendment of the Bylaws of BDI Holding pursuant to the Company’s Capital Increase and (iv) any other resolution to be adopted by the Existing Shareholders according to Spanish Law in order to implement the Company’s Capital Increase. The Existing Shareholders undertake to sign and approve the content of said minutes.
3.1.2
The Investors shall on the Closing Date:
(i) execute the wire transfers in due time so that the cash payments will be received in the Company’s Accounts on the Closing Date and will provide reasonable evidence to the Existing Shareholders and to the the Secretary of the Board of the Company, Ms. Ana Gómez Rodriguez, that the Investment Round of the Company has been effectively made; and
(ii) subscribe for all the Company’s Capital Increase Shares in the Company’s Capital Increase as follows:
n
Dyadic shall subscribe for 10,707,750 shares of the Capital Increase Shares by virtue of a cash contribution amounting to 934,000 Euros (“ Dyadic’s Company Cash-In Component ”). The price per share shall be composed by a nominal value of 0,01 Euros per share (for a total amount of 107,077.50 Euros)plus a share premium of 0,077 Euros per share (for a total amount of 826,922.50 Euros); and
n
Inveready shall subscribe for 5,732,499 shares of the Capital Increase Shares by virtue of the cash contribution amounting to 500,000.- Euros (“ Inveready’s Company Cash-In Component ”). The price per share shall be composed by a nominal value of 0,01 Euros per share (for a total amount of 57,324.99 Euros) plus a share premium of 0,077 Euros per share (for a total amount of 442,675.01 Euros).
3.1.3
The subscription of the Company’s Capital Increase Shares shall be effected by means of the notarization of a capital increase deed (the “ Company’s Capital Increase Deed ”) in compliance with all the required formalities under Spanish Law, including the registration of the Company’s Capital Increase Deed in the Commercial Registry by the Company immediately following the Closing. For such purposes, the Secretary of the Board of the Company, Ms. Ana Gómez Rodriguez, shall issue and sign the corresponding Certificate of the decisions made in the General Shareholders Meeting, which shall be approved and signed by her and by the Chairman of the Board, Mr. Pablo Gutiérrez Gómez. This Certificate shall further be passed into public deed in the presence of the Spanish Public Notary by such Director of the Company and, subsequently, the Company shall file such public deed with the Commercial Registry of Valladolid.
3.1.4
The Company, through its Secretary, Ms. Ana Gómez Rodriguez shall on the Closing Date:

13


(i) Register the Investors as the titleholders of the Company’s Capital Increase Shares in the Company’s Shares Registry Book (“ Libro Registro de Socios ”); and
(ii) Deliver to each Investor a certificate certifying that the Investors’ ownership of the Company’s Capital Increase Shares subscribed by each Investor as a result of the Company’s Capital Increase have been registered in the Company’s Shares Registry Book (“ Libro Registro de Socios ”).
3.1.5
After the completion of the Company’s Capital Increase, the share capital of the Company shall be distributed as follows:
Shareholders
%
Shares
Nº (inclusive)
Creux Análisis Estratégicos, S.L.
17.65%
11,721,379
[1 - 7,331,502];
[32,500,001 – 34,946, 362];
[41,985,001 – 43,033,003];
[46,485,001 – 47,380,512]
Mr. Emilio Gutiérrez Gómez
7.56%
5,024,443
[15,979,178 – 19,023,353];
[34,946,363 – 36,054,945];
[44,237,333 – 44,682,429];
[48,558,414 – 48,985,000]
Mr. Carlos Blázquez Escudero
6,34%
4,212,731
[10,302,463 – 13,273,422];
[32,000,001 – 32,500,000];
[43,467,805 – 43,839,825];
[47,799,092 – 48,168,841]
Mr. Ricardo Arjona Antolín
7.39%
4,910,077
[7,331,503 – 10,302,462];
[36,054,946 – 37,140,682];
[43,033,004 – 43,467,804];
[47,380,513 – 47,799,091]
Ms. Ana Gómez Rodríguez
6.77%
4,495,819
[13,273,423 – 15,979,177];
[37,140,683 – 38,143,667];
[43,839,826 – 44,237,332];
[48,168,842 – 48,558,413]
        
        
2,781,290
[19,023,354 – 19,342,466];
[38,143,668 – 38,401,948];
[44,682,430 – 45,886,325];
[48,985,001 – 49,985,000]
Floema Biotec, S.L.
16.04 %
10,654,955
[19,342,467 – 27,342,466];
[38,401,949 – 41,056,903]

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Shareholders
%
Shares
Nº (inclusive)
Mr. Jorge Hernández Esteban
5.66%
3,757,607
[27,342,467 – 29,808,219];
[41,056,904 -41,985,000];
[45,886,326 – 46,250,082]
        
        
2,426,699
[29,808,220 – 32,000,000];
[46,250,083 – 46,485,000]
DYADIC INTERNATIONAL (USA), INC
16.12%
10,707,750
[49,985,001 – 60,692,750]
  INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.  
8.63%
5,732,499
[60,692,751 – 66,425,249]
TOTAL
100 %
66,425,249
[1 - 66,425,249]
3.2
Investment Round in VLP.
3.2.1
The Company, as sole shareholder of VLP, irrevocably undertakes to adopt the following corporate resolutions on the Agreement Date with the aim to conduct and approve VLP’s Capital Increase. The Company shall therefore adopt the following decisions:
(i)    To approve the capital increase within the share capital of VLP for a total amount of EUR 700,000.-. Said capital increase shall be made through the issuance of 786,154 newly issued shares (“ participaciones sociales ”) in VLP, of TEN CENTS OF EURO (€0.10) of face value each, numbered 1,460,001 to 2,246,154 (both inclusive) and with the same economic and voting rights assigned to all the current shares of VLP ( VLP Capital Increase Shares ).
(ii)    Said VLP’s Capital Increase shall be approved by the Company. Consequently, the issuance to the Investors and the Company of the newly issued shares payable in cash will be conditional on the Investors and the Company making their payments of their respective cash by means of wire transfers from the Investors and the Company to be received in VLP’s Accounts on Closing Date.
(iii)    The Company hereby irrevocably agree to take the actions set forth in this Clause 3.2 to enable VLP to issue the VLP’s Capital Increase Shares to the Investors and the Company. Consequently, the Company and, if necessary, VLP will expressly and irrevocably waive any and all rights of first refusal, pre-emptive rights, notices, consents or other rights the Company and/or the VLP may have under any agreement or arrangement in connection with VLP’s Capital Increase.
(iv)    The decisions adopted by the Company shall be reflected in the corresponding minutes substantially in the form attached hereto as Exhibit D2 which will include (i) VLP’s Capital Increase approval according to the terms described in this Clause 3.2, (ii) the waiver of all rights of first refusal, pre-emptive rights, notices, consents or other rights that the Company and, if applicable, VLP may have in relation to the VLP’s Capital Increase, (iii) the amendment of the by-laws of VLP pursuant to the VLP’s Capital Increase and (iv) any other resolution to be adopted by the Company according to Spanish Law in order to implement VLP’s Capital Increase. The Company undertakes to sign and approve the content of said minutes.

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3.2.2
The Company and the Investors shall on the Closing Date:
(i) execute the wire transfers in due time so that the cash payments will be received in VLP’s Accounts on Closing Date and will provide reasonable evidence to the sole director of VLP, BDI Pharmaceuticals, duly represented by Mr. Emilio Gutiérrez Gómez, that the Investment Round of VLP has been effectively made. For the sake of clarity, the obligation of the Company to execute its wire transfer shall be subject to receipt from Inveready of the Inveready’s Company Cash-In Component; and
(ii) subscribe for all the VLP’s Capital Increase Shares in VLP’s Capital Increase as follows:
n
The Company shall subscribe for 318,954 shares of the VLP’s Capital Increase Shares by virtue of a cash contribution amounting to 284,000.- Euros (“ Company’s VLP Cash-in Component ”). The price per share shall be composed by a nominal value of 0.10 Euros per share (for a total amount of 31,895.40 Euros) plus a share premium of 0.79 Euros per share (for a total amount of 252,104.60 Euros); and
n
Dyadic shall subscribe for 74,123 shares of the VLP’s Capital Increase Shares by virtue of a cash contribution amounting to 66,000.- Euros (“ Dyadic’s VLP Cash-in Component) . The price per share shall be composed by a nominal value of 0.10 Euros per share (for a total amount of 7,412.30 Euros) plus a share premium of 0.79 Euros per share (for a total amount of 58,587.70 Euros); and
n
Inveready shall subscribe for 393,077 shares of the VLP’s Capital Increase Shares by virtue of the cash contribution amounting to 350,000.- Euros (“ Inveready’s VLP Cash-in Component) . The price per share shall be composed by a nominal value of 0.10 Euros per share (for a total amount of 39,307.70 Euros) plus a share premium of 0.79 Euros per share (for a total amount of 310,692.30 Euros).
3.2.3
The subscription of the VLP’s Capital Increase Shares shall be effected by means of the notarization of a capital increase deed (the “VLP’s Capital Increase Deed ”) in compliance with all the required formalities under Spanish law, including the registration of the VLP’s Capital Increase Deed in the Commercial Registry by VLP immediately following the Closing. For such purposes, the sole director of VLP, BDI Pharmaceuticals, duly represented by Mr. Emilio Gutiérrez Gómez, shall issue and sign the corresponding Certificate of the decisions made by the Company, which shall be approved and signed by him. This Certificate shall further be passed into public deed in the presence of the Spanish Public Notary by such Director of the Company (duly represented) and, subsequently, VLP shall file such public deed with the Commercial Registry of Salamanca.
3.2.4
VLP, through its sole director, BDI Pharmaceuticals, duly represented by Mr. Emilio Gutiérrez Gómez, shall on the Closing Date:
(i) Register the Investors and the Company as the titleholders of the VLP’s Capital Increase Shares in the VLP’s Shares Registry Book (“ Libro Registro de Socios ”); and
(ii) Deliver to each Investor and to the Company a certificate certifying that the Investors’ and Company’s ownership over the VLP’s Capital Increase Shares subscribed by each Investor and the Company as a result of VLP’s Capital Increase have been registered in VLP’s Shares Registry Book (“ Libro Registro de Socios ”).

16


3.2.5
After the completion of VLP’s Capital Increase, the share capital of VLP shall be distributed as follows:
Shareholders
%
Shares
Nº (inclusive)
Biotechnology Developments for Industry, S.L.
79.20%
1,778,954
[1 – 1,778,954]
DYADIC INTERNATIONAL (USA), INC
3.30%
74,123
[1,778,955 – 1,853,077]
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
17.50%
393,077
[1,853078 – 2,246,154]
TOTAL
100 %
2,246,154
[1 – 2,246,154]
4.
BDI PHARMACEUTICALS’ CAPITAL INCREASE AND USE OF PROCEEDS.
4.1
EUR 1,150,000 resulting from the Company Cash-In Component received by BDI Holding by virtue of the Company’s Capital Increase shall be used (the “ Use of Proceeds ”) (i) for the development of Project A to be carried out by BDI Pharmaceuticals in accordance with the terms and provisions of the Research Services Agreement (EUR 934,000) and (ii) to finance the working capital of BDI Pharmaceuticals (EUR 216,000).
4.2
In order to allocate EUR 1,150,000 resulting from the Company Cash-In Component in accordance with the Use of Proceeds as set forth in Clause 4.1 above, on the Closing Date, BDI Holding, as sole shareholder of BDI Pharmaceuticals, subject to receipt of the Dyadic’s Company Cash-In Component and Inveready’s Company Cash-In Component, shall effect a cash capital increase (“ aumento de capital dinerario ”) in BDI Pharmaceuticals by virtue of which BDI Pharmaceuticals increases its share capital in an aggregate amount equal to EUR 1,150,000 (the “ BDI Pharmaceuticals’ Capital Increase ”). For such purposes, BDI Holding shall execute two wire transfers so that the cash payment corresponding to BDI Pharmaceuticals’ Capital Increase will be made on Closing Date and will provide reasonable evidence to the Shareholders that the transfers have been effectively made. The subscription of all the newly issued shares of BDI Pharmaceuticals’ Capital Increase shall be made by BDI Holding and effected by means of the notarization of a capital increase deed (the “ BDI Pharmaceuticals’ Capital Increase Deed ”) in compliance with all necessary acts to fulfill the required formalities under Spanish law, including the registration of the BDI Pharmaceuticals’ Capital Increase Deed in the Commercial Registry.
4.3
At such time as the BDI Pharmaceuticals’ Capital Increase (i.e. EUR 1,150,000) is transferred and available to BDI Pharmaceuticals, the amount equal to EUR 934,000 transferred into a separate bank account of BDI Pharmaceuticals (“ BDI Pharmaceuticals’ Project A Account ”), shall be used exclusively by BDI Pharmaceuticals for Project A under and in accordance with the terms and conditions set forth in the Research Services Agreement, keeping the other EUR 216,000 in BDI Pharmaceuticals’ Account to finance the working capital of BDI Pharmaceuticals.
5.
INVESTORS’ PREFERRED CONDITIONS.
5.1
After the Closing Date and within a period not exceeding five (5) years from such date, Dyadic (or any director, shareholder or other nominee of Dyadic designated by Dyadic in its sole discretion –jointly in this section 5 defined as “ Dyadic’s Nominee ”) and Inveready will have the option to invest in BDI Holding up to an additional 1,000,000 Euros and 500,000 Euros – respectively - (as “cash in” to be materialized through an increase of capital in BDI Holding) as follows:

17


The pre-money valuation of BDI Holding will be at least thirty-three percent (33%) greater than the immediately preceding capital increase post-money valuation of BDI Holding (the “ Preferred Option ”); unless it is resolved pursuant to a General Shareholders Meeting that a capital increase in BDI Holding will be effected within the four (4) months following receipt of Dyadic’s (or Dyadic’s Nominee) Option Notice or Inveready’s Option Notice (as defined below), in which case Dyadic (or Dyadic’s Nominee) and Inveready will only have the right to invest in such capital increase at a discount of twenty percent (20%) of the capital raise valuation pertaining to such capital increase.
In connection with execution of the Preferred Option by Dyadic (or Dyadic’s Nominee) and Inveready, the Existing Shareholders and, if necessary, the Company, expressly and irrevocably undertake to waive any and all rights of first refusal, pre-emptive rights, notices, consents or other rights such shareholders and/or the Company may have under any agreement or arrangement in connection with the execution of the Preferred Option.
5.2
In order to exercise the Preferred Option, at any time between the Closing Date and the date that is the fifth (5 th ) anniversary of such date, Dyadic (or Dyadic’s Nominee) and/or Inveready shall send a written notice to BDI Holding stating (i) its intention to exercise its Preferred Option and (ii) the amount that Dyadic (or Dyadic’s Nominee) and/or Inveready are willing to invest in the Company (the “ Option Notice ”). In the thirty (30) day period commencing on the date that is one hundred twenty (120) days following the Company’s receipt of the Option Notice, all its Shareholders shall unanimously approve a capital increase in the Company pursuant to which the Company shall issue to Dyadic (or Dyadic’s Nominee) and/or Inveready the corresponding number of shares (with the same voting and economic rights as the other outstanding shares of the Company) at a value equal to thirty-three percent (33%) greater than the immediately preceding capital increase post-money valuation of the Company; provided, however, that if a capital increase has been duly approved pursuant to a General Shareholders Meeting of the Company within the four (4) months following receipt of Dyadic’s (or Dyadic’s Nominee) Option Notice or Inveready’s Option Notice, the provisions of Clause 5.1 shall apply and the Preferred Option shall cease to be enforceable). All shareholders of the Company (including Dyadic and Inveready) and the Company shall have expressly waive any and all rights of first refusal, pre-emptive rights, notices, consents or other rights such shareholders and/or the Company may have under any agreement or arrangement, with respect to the shares so subscribed for by Dyadic (or Dyadic’s Nominee) and/or Inveready.
Not later than the date that is fifteen (15) Business Days following the unanimous resolution to increase the capital of the Company adopted at the General Shareholders Meeting derived from the exercise of the Preferred Option, Dyadic or its nominee and/or Inveready shall subscribe and pay for the newly issued shares through a wire transfer of cash or other immediately available funds to the Company’s Accounts of the total amount of the cash contribution applicable to such capital increase. In the event that Dyadic or Dyadic’s Nominee and/or Inveready does not pay-in its capital for the newly issued shares within such fifteen (15) Business Day period, the increase of capital shall be considered as cancelled and Dyadic or Dyadic’s Nominee and/or Inveready will have no further rights to exercise the Preferred Option.
6.
SHAREHOLDERS AGREEMENTS OF THE COMPANY AND OF VLP.
6.1
The Shareholders and the Company undertake to execute and enter into a BDI Holding Shareholders Agreement in the form attached to this Agreement as Exhibit A1.
6.2
The Investors, the Company and VLP undertake to execute and enter into a VLP Shareholders Agreement in the form attached to this Agreement as Exhibit A2.

18


6.3
On Closing Date:
(i) the BDI Holding Shareholders Agreement shall be entered into among all of the Shareholders and the Company by private means and further passed into public deed (“ Escritura Pública ”) before the Notary; and
(ii) VLP Shareholders Agreement shall be entered into among the Company, the Investors and VLP by private means and further passed into public deed (“ Escritura Pública ”) before the Notary.
6.4
The Shareholders further undertake to amend the existing Bylaws of BDI Holding and to adopt the necessary corporate decisions within the Company in order to comply with the terms and conditions agreed in the executed BDI Holding Shareholders Agreement and on terms reasonably acceptable to the Investors, to the extent permitted by the relevant Commercial Registry. For such purposes, the Shareholders will hold on the Closing Date a General Shareholders Meeting (“ Junta General de socios con carácter universal ”) with the aim to adopt the amended Bylaws of BDI Holding and, if necessary, to pass said amended Bylaws of BDI Holding into public deed and file them at the corresponding Commercial Registry.
6.5
The Company and the Investors further undertake to amend the existing Bylaws of VLP and to adopt the necessary corporate decisions within VLP in order to comply with the terms and conditions agreed in the executed VLP Shareholders Agreement and on terms reasonably acceptable to the Investors, to the extent permitted by the relevant Commercial Registry. For such purposes, the Company and the Investors will hold on the Closing Date a General Shareholders Meeting (“ Junta General de socios con carácter universal ”) with the aim to adopt the amended Bylaws of VLP and, if necessary, to pass said amended Bylaws of VLP into public deed and file them at the corresponding Commercial Registry.
6.6
From and after the Closing Date:
(i) the relationships between the Shareholders, as shareholders of the Company, shall be exclusively governed by the terms and conditions of the BDI Holding Shareholders Agreement and the Bylaws of BDI Holding (as amended pursuant to the General Shareholders Meeting set forth in Clause 6.4).
(ii) the relationships between the Investors and the Company, as shareholders of VLP, shall be exclusively governed by the terms and conditions of the VLP Shareholders Agreement (as amended pursuant to the General Shareholders Meeting set forth in Clause 6.5).
6.7
The Parties acknowledge and agree that the provisions of Shareholders Agreements shall prevail over the Bylaws of BDI Holding and the Bylaws of VLP (as in force from time to time). Therefore, in the event that any of the provisions in Shareholders Agreements is not fully incorporated in the Bylaws of BDI Holding and the Bylaws of VLP and an inconsistency arises, the Shareholders Agreements shall prevail among the Parties and, upon request of any shareholder, the Parties shall exercise all powers and rights available to them, in order to give effect to the provisions of Shareholders Agreements and to procure the amendment of the Bylaws of BDI Holding and the Bylaws of VLP to conform to the Shareholders Agreements to the fullest possible extent.
7.
SERVICE FRAMEWORK AGREEMENT; RESEARCH SERVICES AGREEMENT
7.1
Dyadic shall cause Dyadic International Inc. and the Company shall cause BDI Pharmaceuticals to execute and enter into (i) a Service Framework Agreement substantially in the form attached to this Agreement as Exhibit B and (ii) a Research Services Agreement substantially in the form attached to this Agreement as Exhibit C.

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7.2
On Closing Date, the Service Framework Agreement and the Research Services Agreement shall be entered into between Dyadic International Inc. and BDI Pharmaceuticals by private means.
8.
CLOSING CONDITIONS.
8.1
General Conditions : The obligations of the Parties to effect the Closing shall be subject to the following conditions, unless waived in writing by all of the Parties (the “ Closing Conditions ”):
(i)
Existing Shareholders shall:
a.
Hold a General Shareholders Meeting (“ Junta General de socios con carácter universal”) of the Company on the Agreement Date for the purpose of conducting and approving the Company’s Capital Increase as mentioned in Clause 3.1.1 above;
(ii)
The Company shall:
a.
File of the 2015 and 2016 annual accounts of the Company at the corresponding Trade Registry.
b.
Cause BDI Pharmaceuticals to file the 2015 and 2016 annual accounts of BDI Pharmaceuticals at the corresponding Trade Registry.
c.
File at the corresponding Trade Registry the Public Deed dated January 31, 2017 granted before the public notary of Valladolid, Mr. Javier Gómez Martínez (nº 399 of his protocol), by means of which the share capital of the Company was increased by €80,000.
d.
Implement the agreed 2016 incentive plan whereby Mr. Pablo Gutiérrez as Chief Executive Officer and Mrs. Ana Gómez as Chief Technical Officer of the Company would share their 2016 bonus of up to 6% of the share capital within the Company with the following “key shareholders”: Mr. Ricardo Arjona; Mr. Emilio Gutiérrez and Mr. Luis Hilario. Said implementation shall be made through the granting of options over shares between the Existing Shareholders and includes passing the Company’s decision into Public Deed and file it at the Registry Book of Shares of the Company.
e.
Adopt the necessary corporate decisions as sole shareholder of VLP and BDI Pharmaceuticals for the purpose of approving the 2016 annual accounts of both companies and file them at the corresponding Trade Registry(ies).
f.
Adopt the necessary corporate decisions as sole shareholder of VLP on the Agreement Date for the purpose of conducting and approving VLP’s Capital Increase as mentioned in Clause 3.2.1 above;
g.
Execute the wire transfers to VLP’s Account as stated in Clause 3.2.2;
h.
Adopt the necessary corporate decisions as sole shareholder of BDI Pharmaceuticals on the Agreement Date for the purpose of conducting and approving BDI Pharmaceuticals’ Capital Increase as mentioned in Clause 4.2. above;
i.
Execute the wire transfer to BDI Pharmaceuticals’ Account as stated in Clause 4.2.;

20


j.
Cause BDI Pharmaceuticals to deposit an amount equal to EUR 934,000 into BDI Pharmaceuticals’ Project A Account” as stated in Clause 4.3.
(iii)
VLP shall:
a.
File of the 2016 annual accounts of VLP at the corresponding Trade Registry.
b.
Notify BANKIA, S.A. about the investment of the Investors in the Company and in VLP and receive the corresponding consent of BANKIA, S.A. for such investment, saving the change of ownership clause resulting from the loan agreement nº 15.876.357/60 dated May 20 th 2015.
(iv)
Dyadic shall on Closing Date and subject to the fulfillment of Closing Conditions 8.1(i)(a), 8.1(ii) (not including letter “g.” of such provision which shall be fulfilled together with the other wire transfers on Closing Date mentioned in this Agreement (Clauses 8.1(ii)g and 8.1(v)):
a.
Cause Dyadic International Inc to execute and enter into the Service Framework Agreement and the Research Services Agreement.
b.
Cause Dyadic’s Company Cash-In Component to be effectively transferred and received in the Company’s Account;
c.
Cause Dyadic’s VLP Cash-In Component to be effectively transferred and received in VLP’s Account.
(v)
Inveready shall on the Closing Date and subject to the fulfillment of Closing Conditions 8.1(i)(a) and 8.1(ii) (not including letter “g.” of such provision which shall be fulfilled together with the other wire transfers on Closing Date mentioned in this Agreement (Clauses 8.1(ii)g and 8.1(iv)):
a.
Cause Inveready’s Company Cash-In Component to be effectively transferred and received in the Company’s Account.
b.
Cause Inveready’s VLP Cash-In Component to be effectively transferred and received in VLP’s Account.
8.2
Specific Conditions to the execution of the Transaction Documents on Closing Date by the Investors : The obligation of the Investors to enter into the Transaction Documents (other than this Investment Agreement) shall be subject to the following conditions, except to the extent waived in writing by the Investors, that:
(i)
Since the date of execution of this Agreement and through the Closing:
a.
no Material Adverse Event shall have occurred or be continuing,
b.
nor there has been any breach of the Covenants set forth in Clause 10,
c.
the Warranties set forth in Clauses 11 and 14 and Schedule IV shall be true and correct in all material respects at the date when made and at the Closing Date.
8.3
Specific Conditions for the execution of the Transaction Documents on Closing Date by the Parties : The Parties shall have received the documents referred to in Section 9.4 of this Agreement.

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8.4
Date of fulfilment of the Closing Conditions . All the Closing Conditions (except for the Closing Conditions 8.1(ii).g, 8.1.(iv) and 8.1.(v) which shall be fulfilled on Closing Date) must be fulfilled within ten (10) Business Days from the Agreement Date or on such other date as may be agreed upon in writing by all the Parties (the “ Long Stop Date ”). The Long Stop Date may under no circumstances exceed in any case June 30 th 2017.
8.5
Completion . This Agreement will become effective on the Agreement Date. Once the Closing Conditions have been fulfilled or waived, the Capital Increases shall be completed on the Closing Date before the Notary according to the provisions of Clause 3 together with all the other agreements.
8.6
Proceedings at Closing Date : All proceedings to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.
9.
CLOSING. ACTIONS ON THE CLOSING DATE. CLOSING DELIVERIES.
9.1
The Closing Date will be the date set by the Company within ten (10) Business Days from the date of fulfilment or waiver of the Closing Conditions, except for the Closing Conditions 8.1(ii).g, 8.1.(iv) and 8.1.(v) which shall be fulfilled on Closing Date ( Closing Date ).
The Party that first becomes aware of the fulfilment of any Closing Condition will notify BDI Holding of that fulfilment. Once the last pending Closing Condition (except for the Closing Conditions 8.1(ii).g, 8.1.(iv) and 8.1.(v) which shall be fulfilled on Closing Date) has been fulfilled or waived, BDI Holding will give the Parties notice of the Closing Date at least five (5) Business Days in advance.
9.2
The Closing will be carried out before the Notary at the time designated by BDI Holding.
9.3
On the Closing Date, in one and the same act ( “en unidad de acto” ), the Parties shall execute the following actions related to the Transaction Documents:
9.3.1
Execute the Certificate of the Minutes described in Clause 3.1.1 (iv) above and pass the same into public deed before the Public Notary;
9.3.2
Execute the Certificate of the Minutes described in Clause 3.2.1 (iv) above and pass the same into public deed before the Public Notary;
9.3.3
Execute BDI Pharmaceuticals’ Capital Increase Deed;
9.3.4
Execute the Minutes and Certificate of the Minutes approving the change of the governing body of the Company (accepting the resignation of the current Company’s directors and appointing the new directors) and any amendments of the Bylaws of BDI Holding as per this Agreement; pass such Certificate of the Minutes into public deed before the Public Notary;
9.3.5
Execute the Minutes and Certificate of the Minutes approving the change of the governing body of VLP (accepting the resignation of the current Company’s director and appointing the new directors) and any amendments of the Bylaws of VLP as per this Agreement; pass such Certificate of the Minutes into public deed before the Public Notary;
9.3.6
Execute the Minutes and Certificate of the Minutes approving the change of the governing body of BDI Pharmaceuticals (accepting the resignation of the current director and appointing new directors)

22


and any amendments of the Bylaws of BDI Pharmaceuticals; pass such Certificate of the Minutes into public deed before the Public Notary;
9.3.7
Execute the Shareholders Agreements substantially in the form attached to this Agreement as Exhibit A1 and A2 and pass such agreements into public deeds.
9.3.8
Execute the Service Framework Agreement between Dyadic International Inc. and BDI Pharmaceuticals substantially in the form attached to this Agreement as Exhibit B.
9.3.9
Execute the Research Services Agreement between Dyadic International Inc. and BDI Pharmaceuticals substantially in the form attached to this Agreement as Exhibit C.
9.4
Simultaneously or prior to the Closing Date, the following actions shall be performed and the following items shall be delivered duly executed by the Parties (where appropriate) (“ Closing Deliveries ”):
(i)
By all the Parties: Delivery by the Parties of the corresponding Powers of Attorney to execute the Agreement;
(ii)
By the Company and VLP:
a.
Delivery of the Minutes approving (i) the Company’s Capital Increase according to the terms described in Clause 3.1.1 (iv) above, (ii) the waiver of all rights of first refusal, pre-emptive rights, notices, consents or other rights the Existing Shareholders and, if applicable, the Company may have in relation to the Company’s Capital Increase, (iii) the amendment of the Bylaws of BDI Holding pursuant to this Company’s Capital Increase, and (iv) any other resolution to be adopted by the Existing Shareholders according to Spanish Law in order to implement the Company’s Capital Increase;
b.
Delivery of the Minutes approving (i) VLP’s Capital Increase according to the terms described in Clause 3.2.1 (iv) above (ii) the waiver of all rights of first refusal, pre-emptive rights, notices, consents or other rights that the Company and, if applicable, VLP may have in relation to the VLP’s Capital Increase, (iii) the amendment of the by-laws of VLP pursuant to the VLP’s Capital Increase and (iv) any other resolution to be adopted by the Company according to Spanish Law in order to implement VLP’s Capital Increase;
c.
Delivery of the Minutes approving (i) BDI Pharmaceuticals’ Capital Increase according to the terms described in Clause 4.2 above, (ii) the amendment of the by-laws of BDI Pharmaceuticals pursuant to the BDI Pharmaceuticals’ Capital Increase and (iii) any other resolution to be adopted by BDI Pharmaceuticals according to Spanish Law in order to implement BDI Pharmaceuticals’ Capital Increase;
d.
Delivery by BDI Holding of the original bank certificates proving that Dyadic’s Company Cash-in Component and Inveready’s Company Cash-in Component have been transferred to the Company’s Accounts;
e.
Delivery by VLP of the original bank certificates proving that Dyadic’s VLP Cash-in Component, the Company’s VLP Cash-in Component and Inveready’s VLP Cash-in Component have been transferred to the VLP’s Accounts;

23


f.
A bank document to be issued by BDI Pharmaceuticals’ bank evidencing that the Company has duly transferred the cash payment corresponding to BDI Pharmaceuticals’ Capital Increase in BDI Pharmaceuticals’ bank accounts.
g.
Evidence that the Company has deposited (i) an amount equal to EUR 934,000 into BDI Pharmaceuticals’ Project A Account.
h.
Registration of the Company’s Capital Increase on the share registry book of the Company by way of an entry made by the secretary of its Board of Directors.
i.
Registration of BDI Pharmaceuticals’ Capital Increase Deed on the share registry book of BDI Pharmaceuticals by way of an entry made by the secretary of its Board of Directors;
j.
Registration of VLP’s Capital Increase Deed on the share registry book of VLP by way of an entry made by its sole director;
k.
Delivery by BDI Holding of the written resignation of the current Directors of the Company and of BDI Pharmaceuticals effective upon the Closing Date;
l.
Delivery by VLP of the written resignation of the current sole Director of VLP effective upon the Closing Date;
m.
Labour and Tax Certificate: The Company shall provide the Investors with certificates from the Spanish Social Security and Tax Authorities in relation to BDI Group evidencing i) the absence of outstanding obligations and payments to the Social Security Authority and ii) the absence of any tax debt, sanctions and liabilities towards the Spanish Tax Authorities.
n.
Delivery by BDI Pharmaceuticals of a written statement from         , S.A. stating that (i) it undertakes to continue with the lease agreement entered into BDI Pharmaceuticals –as lessee- with Verbia Nanotechnology S.L. –as lessor- in relation to the industrial premises located in Boecillo (Calle Louis Proust 13, plot ZT-3.1.3, 47151 Boecillo (Valladolid) after the enforcement of the mortgage of         , S.A. and (ii) it accepts the sublease agreement entered into by BDI Pharmaceuticals and VLP on March 15 th 2016.
(iii)
By the Shareholders:
a.
Delivery by the corresponding Shareholder of the written acceptance letter of the Directors appointed by it for the Company, BDI Pharmaceuticals and VLP effective upon the Closing Date;
(iv)
By Dyadic:
a.
Delivery by Dyadic to the Notary of its Spanish Tax Identification Number;
b.
Delivery by Dyadic to the Notary of the Foreign Identification Numbers of the Directors appointed by it;
c.
Delivery by Dyadic to the Notary of the corresponding D-1A form to communicate the foreign investment to the Spanish General Directorate for Trade and Investment.

24


The abovementioned actions shall be undertaken simultaneously on the Closing Date, as part of a single transaction (“ unidad de acto ”). Consequently, none of the foregoing actions shall be held to have been completed until such time as each and every one of the other actions is completed.
10.
COVENANTS.
10.1.
Access and Information: Between the date hereof and the Closing Date, subject to Spanish Law and as reasonably necessary to preserve attorney client privilege:
i.
The Existing Shareholders and the Company shall, and shall cause the BDI Group to authorize and permit the Investors to have reasonable access, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the Business or the other businesses of BDI Group to (a) properties, assets, facilities, premises, books and records, contracts and other documents and data relating to the Business as the Investors may from time to time reasonably request and (b) the other members of senior management and employees of the Business.
ii.
The Existing Shareholders and the Company shall, and shall cause BDI Group to furnish the Investors with such financial, trading, operating and other data and information relating to the Business as the Investors may reasonably request and provided that such request that does not impose on the Company or the Existing Shareholders any unreasonable burden.
iii.
The Existing Shareholders and the Company shall promptly notify the Investors of any material breach of Clause 10.2 below and of any material matters affecting or that would reasonably be expected to affect the Business, the Transactions contemplated by this Agreement or the Closing.
No information or notice provided to the Investors pursuant to this Clause 10.1 shall operate as a waiver of or otherwise affect any representation, warranty or agreement given or made by the Existing Shareholders or the Company in this Agreement.
10.2
Conduct of Business:
i.
During the period from the date hereof until the Closing Date, the Existing Shareholders and the Company shall, and shall cause the BDI Group to conduct the Business in the ordinary course consistent with past practice and (without limiting the generality of the foregoing) to use commercially reasonable efforts to:
a.
maintain and preserve intact the Business organizations and relationships with third parties and to keep available the services of the Business employees;
b.
maintain and preserve intact in a manner consistent with past practices (A) all material assets, structures, equipment and other tangible personal and real property of or required in the operation of the Business in their present repair, order and condition, except for ordinary wear and tear, (B) the business operations, franchise and goodwill of the Business, (C) the insurance coverage applicable to the Business (or equivalent replacement coverage), (D) all permits required for the conduct of the Business as conducted as of the date hereof or for the ownership and use of the assets of the Business, and (E) all accounting and other records in the ordinary and usual course;

25


c.
continue to collect accounts receivable in a manner consistent with past practices, without discounts; and
d.
perform all material obligations of the Business and continue capital expenditures in accordance with current capital expenditure programs in a manner consistent with past practices.
ii.
Without limiting the generality of the foregoing, from the date hereof until the Closing Date, with respect to the Business, the Existing Shareholders shall not and shall ensure that the BDI Group does not, without the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Investors unless it is within the ordinary course of business, or derived from or in connection with what is expressly provided for in this Agreement:
a.
sell, lease, assign, license, transfer or otherwise dispose of any assets, rights or properties (or portions thereof) of the BDI Group;
b.
mortgage, pledge or subject any material assets or properties of the BDI Group to any additional lien;
c.
make, grant or promise any material bonus or any material increase to the compensation of any Business employees, officer or director, or make, grant, promise, or defer payment of, or make any other material change in employment terms for any employee, officer or director of the BDI Group;
d.
engage any new member of the managing bodies in the BDI Group or to decide on any material change in the workforce of the BDI Group;
e.
create, incur, assume or guarantee any Indebtedness for borrowed money or any Indebtedness outside of the ordinary course of business;
f.
make or change any material tax election, file any material amended tax return, enter into any material tax closing agreement, settle any material tax claim or assessment relating to the Business, surrender any material right to claim a refund of material taxes, consent to any material extension or waiver of the limitation period applicable to any material tax claim or assessment relating to the Business;
g.
change the fiscal year end of any of the BDI Group or change any annual accounting period of any of the BDI Group, or, except as may be required by a change in Law, adopt or change any accounting method used as of the date of this Agreement or by any company of the BDI Group;
h.
(A) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of any Person or division thereof (other than inventory in the ordinary course of business) or otherwise acquire or license any assets or properties (other than inventory in the ordinary course of business) that are material, individually or in the aggregate to the BDI Group taken as a whole or to the Business, (B) effect any recapitalization, reclassification or like change in its capitalization or (C) make any loan, advance or capital contribution to, or acquire any equity interests or securities convertible or exchangeable into equity interests in, or otherwise make any investment in any Person;

26


i.
amend or authorize the amendment of the bylaws (or similar organizational documents) of the BDI Group;
j.
pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction of any of the following (i) in the ordinary course of business or (ii) if the amount involved is less than EUR 10.000 in the aggregate; or defer payment of any accounts payable other than in the ordinary course of business, or give any discount, accommodation or other concession other than in the ordinary course of business;
k.
declare or pay, or set aside funds for the payment of, any dividends on or make any other distributions in stock or property in respect of any of the equity interests; split, combine or reclassify any of its capital stock (or other equity interests) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (or other equity interests); change any rights, preferences, privileges or restrictions on any of its outstanding equity interests; adopt or carry out any plan of liquidation or dissolution; or repurchase, redeem, or otherwise acquire, directly or indirectly, any shares of stock or other equity interests;
l.
(A) commence a lawsuit other than (1) for the routine collection of bills or any other trade receivables, (2) in such cases where the Existing Shareholders or the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Business (provided that the Existing Shareholders or the Company obtain the Investors approval and consent prior to the filing of such a suit), or (3) in connection with the enforcement or breach of the terms of this Agreement, or (B) settle or agree to settle any pending or threatened lawsuit or proceeding or material dispute; or
m.
enter into any oral or written agreement, contract, commitment, arrangement or understanding to do any of the foregoing.
n.
Conduct any activities on behalf of any member of the BDI Group, Dyadic or any third party that, directly or indirectly, incorporate or use (whether alone or in combination with any other intellectual property of the BDI Group or any third party) any component of the C1 Technology (as such term is defined in the Research Services Agreement) or any derivatives or modifications thereof, except as expressly permitted by and in accordance with the terms and provisions of the Research License Agreement.
10.3
Efforts; No Inconsistent Actions.: Subject to the terms and conditions hereof, the Existing Shareholders, the Company and the Investors shall cooperate and use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective this Transaction and to cause the conditions to each other’s obligation to close the transaction as set forth in Clauses 3 to 7 to be satisfied. The Existing Shareholders, the Company and the Investors shall cooperate with each other to the extent reasonable in connection with the foregoing.
10.4
Notification of Certain Matters.
Each Party shall give prompt notice to the other of (i) the occurrence, or failure to occur, of any event or the existence of any condition that has caused or could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material

27


respect at any time after the date hereof, up to and including the Closing Date, that reasonably could be expected to prevent the Closing from occurring and (ii) any failure on its part to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, which failure reasonably could be expected to prevent the Closing from occurring.
10.5
Exclusivity.
(a)
Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Clause 16, neither the Company nor the Existing Shareholders will directly or indirectly enter into or knowingly solicit, initiate, encourage, facilitate or continue any inquiries or negotiation, discussion, contract, agreement, instrument, arrangement or understanding with any party (whether or not binding), or any merger, recapitalization or similar transaction, with respect to the sale of the BDI Group’s shares, the assets of the BDI Group or any or all of the Business.
(b)
The Existing Shareholders shall immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to an inquiry, proposal or offer from any Person (other than the Investors) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Company’s shares owned by the Existing Shareholders.
(c)
The Existing Shareholders agree that the rights and remedies for non-compliance with this Clause 10.6 shall include the right to seek the specific enforcement of such provision, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Investors and that money damages would not provide an adequate remedy to the Investors.
11.
EXISTING SHAREHOLDERS’ WARRANTIES.
11.1
The Company and the Existing Shareholders jointly and severally, except as otherwise provided herein, represent and warrant to the Investors that each of the warranties of the Company and each Existing Shareholder set forth in Schedule IV attached to this Agreement (the “ Warranties ”) (i) are true, exact, complete and accurate and not misleading as at the Agreement Date and (ii) gives the right to the Investors to be indemnified in accordance with the terms and conditions of this Agreement for Losses in the event that any of the Warranties is proved to be false or misleading or is otherwise breached according to the Company and Existing Shareholders’ indemnification obligations stated in the Schedule V attached to this Agreement.
The Company and the Existing Shareholders will jointly and severally, except as otherwise provided herein, ratify at Closing Date sections 11.1(i) and (ii) above.
11.2 Each Warranty shall be construed as a separate and independent warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other provision of this Agreement and the Investors shall have a separate claim and right of action in respect of each and every breach of Warranty.
11.3
The rights and remedies of the Investors in respect of any breach of the Warranties shall not be limited or, in any other way, restricted or affected by:
(i)
the execution of the Transaction Documents on Closing Date; or

28


(ii)
either Investor failing to exercise or delaying the exercise of any right or remedy.
11.4
The Company and the Existing Shareholders’ indemnification obligations are set forth in Schedule V .
12.
EXISTING SHAREHOLDERS SPECIFIC INDEMNITIES OBLIGATIONS.
12.1
In addition to the rights and remedies in paragraph 1 of Schedule V, the Existing Shareholders shall fully indemnify and hold harmless on demand on a continuing basis the Investors, the Company and/or any BDI Group, from and against any and all Losses suffered or incurred by the Investor, the Company and/or any BDI Group relating to, arising out of or resulting from specific indemnities listed in this Clause 12 (the “ Specific Indemnities ”).
(i)
a ny breach by BDI Pharmaceuticals and/or VLP caused before the Closing Date of the labour and social security regulations regarding the temporary recruitment for specific projects or services with temporary employees, which may imply severance payments, fines and the return of social security deductions, in connection with the current temporary contracts and the previous temporary contracts entered into; and
(ii)
any breach by BDI Pharmaceuticals and/or VLP caused before the Closing Date in connection with the minimum salaries stated by the applicable Collective Bargaining Agreements for each professional category, which may imply monetary claims, social security contributions and associated fines.
12.2
Limitations of liability established in Schedule VI shall not apply to the Specific Indemnities set forth in Clause 12.
13.
LIMITATION OF LIABILITY.
13.1
Subject to clause 13.2, the limitations contained in Schedule VI shall apply to (i) any breach or inaccuracy of any of the Warranties set forth in Section 11 of the Agreement and Schedule IV attached thereto as well as (ii) any breach or inaccuracy of the Covenants, agreements or obligations of the Existing Shareholders, the Company or VLP under this Agreement.
13.2
Notwithstanding any other provisions of this Agreement, none of the limitations contained in this Agreement, Schedule VI or any statutory limitation shall apply in relation to (i) the Specific Indemnities, (ii) any claim relating to the warranties of Section 1 ( Authority and Capacity ) and 2 ( Title of Shares in the Company and VLP ) listed in Schedule IV and (iii) the liability of the Existing Shareholders to any claim where the fact, matter or circumstance giving rise to such claim arises as a result of fraud (“ dolo ” o “ culpa grave ”), fraudulent misrepresentation, deliberate misstatement or wilful concealment on the part of any of the Existing Shareholders.
14.
INVESTORS’ WARRANTIES.
14.1
The Investors represent and warrant to the Company and to the Existing Shareholders that each of the warranties of such Investor set out in this Clause 14 (i) is true, correct, complete, accurate and not misleading as of the date hereof and on Closing Date; and (ii) gives the right to the Company and the Existing Shareholders to be indemnified in accordance with the terms and conditions of this Agreement for Losses in the event that any of the mentioned warranties is proved to be false or misleading or is otherwise breached.

29


14.2
Dyadic.
(i)
Dyadic is a corporation duly organized and validly existing under the laws of the State of Florida, USA. This Investor has the corporate power and authority to enter into the Transaction Documents to which it is a party, to consummate the transactions contemplated by such Transaction Documents and to carry out its obligations thereunder.
(ii)
Dyadic is not insolvent or the subject of any proceedings for its administration, safeguard or liquidation or any other insolvency, bankruptcy, receivership proceedings applicable under the laws of any jurisdiction and no facts exist that would result in any such event occurring. This Investor is not the subject of any voluntary or judicial reorganization proceedings, or in liquidation.
(iii)
The execution of this Agreement by Dyadic’s signatory and the consummation of the Transaction contemplated herein have been duly authorized by Dyadic’s board of directors and by all necessary consents, actions and proceedings of such Investor required by Applicable Laws.
(iv)
This Agreement has been duly executed by Dyadic and constitutes its legal and binding obligation, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally.
(v)
Dyadic has the financial resources required to close the transactions contemplated by this Agreement.
(vi)
No Conflict: The execution, delivery and performance of this Agreement and of the Transaction Documents to which Dyadic is a party and the consummation of the transactions contemplated by hereby and thereby, do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any agreement to which Dyadic is a party is bound, or (ii) result in a violation of any Law to which Dyadic is subject.
14.3
Inveready.
(i)
Inveready is duly organized and validly existing under the laws of Spain. This Investor has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
(ii)
Inveready is not insolvent or the subject of any proceedings for its administration, safeguard or liquidation or any other insolvency, bankruptcy, receivership proceedings applicable under the laws of any jurisdiction and no facts exist that would result in any such event occurring. This Investor is not the subject of any voluntary or judicial reorganization proceedings, or in liquidation.
(iii)
The execution of this Agreement by Inveready’s signatory and the consummation of the Transaction contemplated herein have been duly authorized by Inveready’s board of directors and by all necessary consents, actions and proceedings of such Investor required by Applicable Laws.
(iv)
This Agreement has been duly executed by Inveready and constitutes its legal and binding obligation, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally.

30


(v)
Inveready has the financial resources required to close the transactions contemplated by this Agreement.
(vi)
No Conflict: The execution, delivery and performance of this Agreement and of the Transaction Documents to which Inveready is a party and the consummation of the transactions contemplated by hereby and thereby, do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any agreement to which Inveready is a party is bound, or (ii) result in a violation of any Law to which Inveready is subject.
15.
TERM.
15.1
Unless the Agreement shall have expired on the Long Stop Date in accordance with Clause 8.2 above, this Agreement shall remain in full force and effect as long as each of the Parties continue holding Shares in the Company, and as long as expressly stated herein for those obligations for which the Agreement expressly foresees a longer term.
16.
TERMINATION.
16.1
Termination of Agreement: Notwithstanding anything herein to the contrary, this Agreement may be terminated:
(a)
at any time prior to the Closing Date by mutual written consent of all of the Parties; or
(b)
by either the Company and all of the Existing Shareholders, on the one hand, or either of the Investors, on the other hand, by written notice to the other Parties, if the Closing has not taken place on or before the Long Stop Date, or such later date as the Parties may agree to in writing (not exceeding under any circumstances June 30 th 2017 as set forth in Clause 8.4 above). In this case and if derived from the non-fulfillment of any of the Closing Conditions, each of the Parties shall have the right to claim for any damages to the Party who failed to perform the Closing Conditions in breach of its obligations under this Agreement subject to the terms and conditions of this Agreement; or
(c)
by either the Company and all the Existing Shareholders, on the one hand, or either of the Investors on the other hand, by written notice to the other Parties, if the Closing Conditions have not been fulfilled or waived by any of the Parties before the Long Stop Date, or such later date as all the Parties may agree to in writing. In this case, each of the Parties shall have the right to claim for any damages to the Party who failed to perform the Closing Conditions in breach of its obligations under this Agreement.
16.2
Effect of Termination: In the event of termination by any Party or Parties pursuant to this Clause 16, written notice thereof shall promptly be given to the other Parties and the transactions contemplated by this Agreement shall be terminated without further action by any Party. If the transactions contemplated by this Agreement are terminated as provided herein:
(a)
The Company and the Existing Shareholders, on the one hand, and the Investors, on the other hand, shall return to the other all documents and other materials received from the other Parties (including all copies or reproductions thereof in whatever form or medium, including electronic copies, or materials developed from any such documents or other materials) relating to the Transaction, whether obtained before or after the date hereof; and

31


(b)
If this Agreement is terminated as provided in this Clause 16, this Agreement shall become null and void and of no further force or effect (except as otherwise provided in this Clause 16); provided, that the provisions of Clauses regarding “Definitions and interpretation rules”, “Closing Conditions”, “Confidentiality”, “Expenses and taxes”, “Notices”, and “Applicable Law and Jurisdiction”) shall survive any termination hereof.
(c)
Nothing in this Clause 16 shall be deemed to release, or limit the Liabilities of, any Party from any Liability for any intentional breach by such Party of any representation, warranty or covenant (including the requirement to consummate the Closing if all of the Closing Conditions set forth in Clause 8 have been satisfied) contained in this Agreement.
17.
CONFIDENTIALITY.
17.1
Definition . “ Confidential Information ” means any information disclosed by one Party (the “ Disclosing Party ”) to the other (the “ Receiving Party ”), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as “ Confidential ” or “ Proprietary ,” or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) Days after initial disclosure; and (ii) which includes but is not necessarily limited to (A) technical data or information, including proprietary host organisms and their strains, plasmids/vectors, DNA sequences, genetic elements, genomic information and annotated genomic information, gene expression tools and protocols, fungal high throughput screening, enzymes and other proteins and their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like, (B) past, present and future business, financial and commercial data or information, prices and pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategies, plans, budgets, sales and the like; and (C) any other data or information delivered by the Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the former’s inspection or observation during visits to the research laboratory, manufacturing plan or other type of facility of the latter Party. The Parties expressly acknowledge and agree that all information of a proprietary and/or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party’s obligations under this Agreement shall be deemed Confidential Information. Notwithstanding anything to the contrary contained herein, any failure by the Disclosing Party to mark, identify or confirm the Confidential Information shall not relieve Receiving Party of its obligations under this Agreement where Receiving Party knows or has reason to know that the information disclosed to it is Confidential Information.
17.2
Confidential Information Exclusions . Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction

32


on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.
17.3
Confidentiality Obligation . For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a “ need to know ” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Group, the term “employees or contractors of a Receiving Party” shall include employees of each of those of BDI Group and any contract research organizations with whom BDI Group has written agreements pursuant to which such contract research organization is performing or will perform work under a project and is bound by an obligation of confidence to BDI Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Group. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
17.4
Permitted Disclosures of Confidential Information by BDI Group. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure and to the extent permitted by law, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
18.
EXPENSES AND TAXES.
18.1
The Parties will be responsible for the expenses and taxes derived from negotiating, formalising and executing this Agreement, as follows:
(i)
Costs incurred in formalizing the Capital Increase Deed before the Notary shall be paid by the Company.
(ii)
Costs incurred in formalizing BDI Pharmaceuticals’ Capital Increase Deed before the Notary shall be paid by BDI Pharmaceuticals.
(iii)
Fees for advisors and other professionals will be paid by the Party that contracted the services in each case.

33


(iv)
Taxes resulting from formalizing and executing this Agreement and the transactions envisaged in it will be borne, in each case, in accordance with Applicable Law.
(v)
Up to EUR 20,000 to be paid by VLP to Inveready for the cost related to the services provided by its advisors in the Transaction, cost which shall be duly evidenced to VLP in an open book basis.
18.2
The Parties further agree that Inveready shall have the right to charge VLP an aggregate yearly amount of EUR 18,000 in the concept of portfolio management fees, being such amount to be paid by VLP on a monthly basis.
In the event VLP was in an insolvency proceeding (“concurso de acreedores”), BDI Holding will pay Inveready an annual fee of EUR 12,000, while Inveready remains on the Board of Directors of BDI, instead of paying the EUR 18,000 referred to in the paragraph above.
19.
ASSIGNMENT.
19.1
Subject to Clause 19.2, none of the Parties to this Agreement may assign its rights and obligations hereunder to any third Person, without the prior written consent of the other Parties.
19.2
Dyadic shall be entitled to assign its rights under this Agreement and/or any other transaction document to any member of Dyadic’s Affiliates, with the Existing Shareholders’ prior written consent provided that Dyadic remains jointly and severally liable with the assignee.
20.
AMENDMENT.
20.1
Except as otherwise specifically provided herein, neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing (i) signed by the Parties to this Agreement and (ii) expressly purporting to amend or otherwise modify this Agreement. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against which the enforcement of such waiver, discharge or termination is sought.
21.
NOTICES.
21.1
Unless otherwise expressly set out in the Agreement, all notices, consents, requests, instructions, approvals and other communications provided for herein shall be in writing and shall be deemed validly given (i) upon personal delivery, or (ii) three Business Days after being sent by recognized express courier service that maintains records of receipt. In all cases and without prejudice of the notice requirements set out before, as a further requirement any notices shall be also sent via email at the email addresses provided in this Clause.
It is hereby understood that notice shall be deemed as received when sent to the addresses indicated below for each of the Parties:
(i)
For the Existing Shareholders :

Creux Análisis Estratégicos, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address:         , Salamanca (España).

34


Tel.:         
E-Mail:         
Mr. Emilio Gutiérrez Gómez
Address:         , Salamanca (España).
Tel.:         
E-Mail:         
Mr. Carlos Blázquez Escudero
Address: calle Pradillo Ventorro 3, 2º, Salamanca (España).
Tel.:         
E-Mail:         
Mr. Ricardo Arjona Antolín
Address:         , Sevilla (España).
Tel.:         
E-Mail:         
Ms. Ana Gómez Rodríguez
Address:         , Salamanca (España).
Tel.:         
E-Mail:         
Mr. Luis Hilario Guerra Trueba
Address:         , Valladolid (España).
Tel.:         
E-Mail:         
Floema Biotec, S.L.
Attn.: Mr. José Pellicer España
Address:         , Madrid (España).
Tel.:         
E-Mail:         
Mr. Jorge Hernández Esteban
Address:          Madrid (España).

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Tel.:         
E-Mail:         
Mr. Yahia El-Amrani Bentahar
Address:         , Madrid (España).
Tel.:         
E-Mail:         
(ii)
For the Investors :
DYADIC INTERNATIONAL (USA), INC
Attn.: Mark A. Emalfarb, CEO
Address: 140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
Tel.: 561-743-8333
E-Mail: memalfarb@dyadic.com
With copy to: Laura Nemeth, Squire Patton Boggs
Email: laura.nemeth@squirepb.com
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
Attn.: Roger Piqué Pijuan
Address:         
Tel.:         
E-Mail:         
(iii)
For the Company :
Biotechonology Developments for Industry, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address: avenida Francisco Vallés 8, 47151, Boecillo – Valladolid (España).
Tel.:         
E-Mail:         
(iv) For VLP:
VLP The Vaccines Company, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address:         , Salamanca
Tel.:         
E-Mail:         
In order for any change to the above addresses or persons for the notice purposes to be binding upon the Parties, the relevant party must notify it accordingly with at least ten (10) days in advance following the terms included under this Clause 21.

36


22.
SUCCESSORS AND ASSIGNS.
22.1
This Agreement shall inure to the benefit of, and shall be binding upon, the Parties, and their respective successors, permitted assigns and their heirs and legal representatives.
23.
SEVERABILITY.
23.1
Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
24.
SUPREMACY.
Each Party acknowledges that this Agreement includes provisions that may deviate from the provisions in the Bylaws and agrees that, among the Parties to this Agreement, the terms and conditions of this Agreement shall prevail and each Party agrees to take all such necessary or appropriate actions, including by voting and or waiving any rights under the Bylaws, in order to give full effect to the terms and conditions set forth in this Agreement.
25.
ENTIRE AGREEMENT; COUNTERPARTS.
25.1
This Agreement (including its Schedules and Exhibits) constitutes the full and entire understanding and agreement of the Parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matters hereof.
25.2
This Agreement may be executed in one or more counterparts, including by facsimile, all of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
26.
FURTHER ACTIONS.
26.1
Each Party shall execute and deliver such other agreements and documents, and take such other actions, as may reasonably be requested to give effect to the provisions of this Agreement, in each case as are not inconsistent with the terms and provisions of this Agreement.
27.
NON-WAIVER.
27.1
No provision of this Agreement shall be deemed to have been waived unless such waiver is given in writing, and shall be deemed limited to that expressly provided for in such waiver.
28.
PUBLICITY
28.1
Publicity; Use of Name. Dyadic may issue any press releases or make any other public statement with respect to the transactions contemplated hereby without the prior consent of BDI Group and notwithstanding the existence of any confidentiality or non-disclosure obligations that Dyadic may have, which, for the avoidance of doubt, may include the filing of this Agreement and/or a summaries thereof with the U.S. Securities and Exchange Commission by Dyadic as required by U.S. federal securities law (such requirement to be determined by Dyadic in its sole discretion) and industry and investor conferences and presentations. BDI Group may not issue any press releases or make any other public statement with respect to the transactions contemplated hereby without the prior written consent

37


of Dyadic, which may be withheld in Dyadic’ sole discretion. The Parties may (i) disclose the terms of this Agreement to such Party’s auditors, attorneys, bankers or investment bankers as necessary for their rendition of services to such Party; and (ii) disclose the terms of this Agreement to bona fide prospective investors, merger partners, strategic partners, or acquirors and their respective professional advisors, in connection with the negotiation, entry into and/or performance of a business transaction between such parties, including the conduct of due diligence involved in such transaction, provided, however, that such parties are subject to obligations of confidentiality and non-use at least as restrictive as those set forth in Clause 17. During the term of this Agreement and for a reasonable time thereafter, Dyadic may use BDI Group and its Affiliates name and logo in a press release, marketing material and/or advertisement disclosing the existence of this Agreement. Except for disclosures permitted pursuant to this Clause 28.1, neither Party will use the other’s name for advertising or external publicity purposes without its consent, except that Dyadicmay include in its promotional materials references to and quotations from publications of results of the projects. In addition, in the event there is a third party beneficiary to projects contracted by Dyadic to BDI Pharmaceuticals under the Services Framework Agreement whose direct beneficiary will be a third party introduced by Dyadic and whose aim, planning and budgets shall be agreed in writing by Dyadic and BDI Pharmaceuticals, such third party may issue press releases or make any other public statement with respect to such project or the results yielded thereunder without the prior written consent of BDI Pharmaceuticals.
Dyadic will provide BDI Group and Inveready with a copy of the draft of the relevant press release, and will give to BDI Group and Inveready 24 hours in order to provide Dyadic with any suggested edits and changes.
28.2
Inveready may issue press releases or make other public statements with respect to the transactions contemplated hereby only with the prior consent of Dyadic which shall be given in its absolute and entire discretion.
Dyadic retains all publicity rights in connection with the application(s) of C1 Technology. For clarity, neither Inveready nor BDI can issue a press release or public statement in connection with any research related to Dyadic projects, including but not limited to Project A.
In the event that Dyadic did not respond to Inveready within 48 hours, Inveready may issue the information unrelated to the C1 Technology and Dyadic projects including but not limited to Project A that it sent to Dyadic.
29.
APPLICABLE LAW AND ARBITRATION.
29.1
The Agreement shall be governed by, and interpreted under, the laws of Spain, without application of rules on conflicts of laws.
29.2
All disputes between the Parties shall be resolved by this Clause 29.
Any Party shall give the other party written notice of any dispute under this or in connection with this Agreement. The Parties shall attempt to resolve such dispute promptly by negotiation among the Parties and their advisors and executive officers of the BDI Group, Dyadic and/or Inveready, as applicable, who have authority to settle the dispute.
Within ten (10) Business Days after delivery of the notice, the party(ies) receiving the notice shall submit to the other a written response. The notice and response shall include: (A) a statement of each party’s position and a summary of arguments supporting that position; an (B) in the case of any member of the BDI Group, Dyadic and/or Inveready, the name and title executive officer of such Party who

38


will represent such Party and, in the case of any Party, the name and title of any other person who will accompany such Party during the negotiations. Within thirty (30) days after delivery of the disputing Party’s notice, Parties shall meet at a mutually acceptable time and place, and thereafter as often as they deem reasonably necessary, to attempt to resolve the dispute.
29.3
If such dispute has not been resolved by the Parties in accordance with Clause 29.2 within forty-five (45) days after the disputing Party’s request notice, or if the Parties fail to meet within thirty (30) days after such request notice, then each of the Parties agree to submit all disputes, controversies or claims that may arise between them that directly or indirectly relate to this Agreement, including issues concerning the existence, validity, effectiveness, interpretation, compliance or termination hereof, to be resolved by arbitration at the Madrid Chambers of Commerce and Industry in accordance with the rules regulating such body, which rules are deemed to be incorporated by reference into this Clause.
29.4
The arbitration proceedings shall be carried out before the Court of Arbitration of the Madrid Chambers of Commerce and Industry and subject to the regulations of said Court, whenever not referred to herein. The seat or legal place of the arbitration shall be Madrid.
29.5
The arbitration shall be resolved by a tribunal of one arbitrator appointed in accordance with the rules of the Court of Arbitration of the Madrid Chambers of Commerce and Industry.
29.6
The Parties hereby undertake to voluntarily comply with the arbitral award issued, as soon as it becomes final.
29.7
The arbitration language shall be Spanish. To the extent that any supporting or accompanying documents of the relevant claim or answer to the claim are originally drafted in Spanish, such documents shall be translated into English.

39


IN WITNESS WHEREOF, the Parties have executed the Agreement in one counterpart to be raised into public, in the place and on the date first above written.
/s/ Emilio Gutiérrez Gómez
 
/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez
On behalf of Creux Análisis Estratégicos, S.L.
 
Mr. Emilio Gutiérrez Gómez
/s/ Pablo Gutiérrez Gómez
 
/s/ Ricardo Arjona Antolín
Mr. Pablo Gutiérrez Gómez
On behalf of  Mr. Carlos Blázquez Escudero
 
Mr. Ricardo Arjona Antolín
/s/ Ana Gómez Rodríguez
 
/s/ Emilio Gutiérrez Gómez
Ms. Ana Gómez Rodríguez
 
Mr. Emilio Gutiérrez Gómez
On behalf of Mr. Luis Hilario Guerra Trueba
/s/  Antonio De Leyva Tejadaon
 
/s/ Jorge Hernández Esteban
Mr. Antonio De Leyva Tejadaon behalf of Floema Biotec, S.L.
 
Mr. Jorge Hernández Esteban
/s/ Emilio Gutiérrez Gómez
 
/s/ Pablo Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez
On behalf of  Mr. Yahia El-Amrani
 
Mr. Pablo Gutiérrez Gómez
on behalf of Biotechnology Developments for Industry, S.L.
/s/ Antonio Cañadas Bouwen
 
/s/ Roger Piqué Pijuan
Mr. Antonio Cañadas Bouwen
On behalf of Dyadic International (USA), Inc.
 
Mr. Roger Piqué Pijuan
On behalf of INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
/s/ Emilio Gutiérrez Gómez
 
 
Mr. Emilio Gutiérrez Gómez
on behalf of VLP The Vaccines Company, S.L.U.
 
 


40


Schedule I
Subsidiaries
Biotechnology Developments for Industry in Pharmaceuticals, S.L.U.
 
 
 
Company name
 
Biotechnology Developments for Industry in Pharmaceuticals, S.L.U.
 
Company number
 
Spanish Tax Identification Number so called (NIF/CIF): B-86206695
 
Date and place of incorporation
 
27 April 2011 in Madrid (Spain)
:
Registered address
 
C/ López de Hoyos 35, 1º, Madrid (Spain)
 
VLP The Vaccines Company, S.L.U.
 
 
 
Company name
 
VLP The Vaccines Company, S.L.U
 
Company number
 
Spanish Tax Identification Number so called (NIF/CIF): B-37515111
 
Date and place of incorporation
 
16 March 2012 in Madrid (Spain)
:
Registered address
 
C/ Velázquez 4, 5º, 37005 Salamanca (Spain)
 

41


Schedule II Existing Shareholders of BDI Holding
Shareholders
%
Shares
Nº (inclusive)
Creux Análisis Estratégicos, S.L.
23.45%
11,721,379
[1 - 7,331,502]; [32,500,001 – 34,946, 362];
[41,985,001 – 43,033,003]; [46,485,001 – 47,380,512]
Mr. Emilio Gutiérrez Gómez
10.05%
5,024,443
[15,979,178 – 19,023,353]; [34,946,363 – 36,054,945]; [44,237,333 – 44,682,429]; [48,558,414 – 48,985,000]
Mr. Carlos Blázquez Escudero
8.43%
4,212,731
[10,302,463 – 13,273,422]; [32,000,001 – 32,500,000]; [43,467,805 – 43,839,825]; [47,799,092 – 48,168,841]
Mr. Ricardo Arjona Antolín
9.82%
4,910,077
[7,331,503 – 10,302,462]; [36,054,946 – 37,140,682]; [43,033,004 – 43,467,804]; [47,380,513 – 47,799,091]
Ms. Ana Gómez Rodríguez
8.995%
4,495,819
[13,273,423 – 15,979,177]; [37,140,683 – 38,143,667]; [43,839,826 – 44,237,332]; [48,168,842 – 48,558,413]
Mr. Luis Hilario Guerra Trueba
5.565%
2,781,290
[19,023,354 – 19,342,466]; [38,143,668 – 38,401,948]; [44,682,430 – 45,886,325]; [48,985,001 – 49,985,000]
Floema Biotec, S.L.
21.32%
10,654,955
[19,342,467 – 27,342,466]; [38,401,949 – 41,056,903]
Mr. Jorge Hernández Esteban
7.52%
3,757,607
[27,342,467 – 29,808,219]; [41,056,904 -41,985,000]; [45,886,326 – 46,250,082]
Mr. Yahia El-Amrani
4.85%
2,426,699
[29,808,220 – 32,000,000]; [46,250,083 – 46,485,000]

42


Shareholders
%
Shares
Nº (inclusive)
TOTAL
100%
49,985,000
[1 – 46,485,000]

43


Schedule III
Liability Distribution Percentages
Shareholders

Liability Distribution Percentages

Mr. Ricardo Arjona Antolín
9.82%
Ms. Ana Gómez Rodríguez
8.995%
Mr. Luis Hilario Guerra Trueba
5.565%
Creux Análisis Estratégicos, S.L.
23.45%
Mr. Jorge Hernández Esteban
7.52%
Mr. Yahia El-Amrani
4.85%
Mr. Emilio Gutiérrez Gómez
10.05%
Mr. Carlos Blázquez Escudero

8.43%
Floema Biotec, S.L.
21.32%
Total
100%



44


Schedule IV
Company and Existing Shareholders’ Warranties
Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement .
1
AUTHORITY AND CAPACITY
The Company, with respect to the Company and VLP, and each Existing Shareholder, with respect to such Shareholder, the Company and VLP, each hereby represent and warrant to the Investors that:
1.1.
Such Existing Shareholder, the Company, and VLP has full power and authority to enter into, deliver and perform this Agreement and the other Transaction Documents to which such Existing Shareholder or the Company or VLP is a party. The Agreement and the other Transaction Documents, when executed, will constitute, valid and binding obligations of such Existing Shareholder, the Company, and/or VLP (where applicable, in accordance with the parties of the relevant agreement) and are enforceable against such Existing Shareholder, the Company and/or VLP (where applicable, in accordance with the parties of the relevant agreement) in accordance with their respective terms.
1.2.
The execution and delivery of, and the performance by such Existing Shareholder, the Company and/or VLP of their respective obligations under this Agreement and the other Transaction Documents to which such Existing Shareholder, the Company, or VLP is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any agreement to which such Existing Shareholder, the Company or VLP is bound, or (ii) result in a violation of any Law to which such Existing Shareholder, the Company or VLP is subject or (iii) will not result in a breach of any order, judgment or decree of any court or governmental agency or Encumbrance to which any of the Existing Shareholders, the Company or VLP is a party or by which any of the Existing Shareholders, the Company or VLP or any of their respective assets is bound.
1.3.
None of such Existing Shareholder, the Company, or VLP is involved in any court or administrative or arbitration proceedings of any kind and no such proceedings are pending or threatened against or such Existing Shareholder, Company or VLP that challenge or seek to prevent or otherwise delay the transactions contemplated by this Agreement or any other Transaction Document. To such Existing Shareholder`s, the Company’s, or VLP’s knowledge no event has occurred or circumstances exist that may give rise to or serve as the basis for any such proceedings.
1.4.
None of the Company, BDI Pharmaceuticals, VLP, or such Existing Shareholder has at any time:
a.
been the subject of a bankruptcy order;

45


b.
had a bankruptcy petition filed against it/him/her and, as well, that none are to be known to be pending in future action;
c.
entered into an individual voluntary arrangement whatsoever, a deed of arrangement or into any other composition or arrangement of any kind with its/his/her creditors in satisfaction of its/his/her debts; or
d.
had any execution, sequestration or other process levied or applied for or any diligence done or attempted to be done in respect of the whole or any part of any of its/his/her property or assets.
1.5.
No receiver (including any administrative receiver) has been appointed in respect of all or any part of any of the property, assets or undertakings of the Company, BDI Pharmaceuticals, VLP, or such Existing Shareholder .
2.
TITLE OF SHARES IN THE COMPANY.
Each Existing Shareholder, with respect to the shares in the Company owned by such Existing Shareholder, and the Company, represent and warrant to the Investors that:
2.1.
Such Existing Shareholder is the legal and beneficial owner of such Existing Shareholder’s shares in the Company (notwithstanding any applicable provisions under Spanish law in relation to the marriage community property regime).
2.2.
All the shares in the Company issued to the Existing Shareholders have been validly issued, are fully paid and constitute the entire issued and to be issued share capital of the Company.
2.3.
Except as expressly set forth in the Transaction Documents and save to the call options granted on the Closing Date by some of the Existing Shareholders, there is no Encumbrance on, over or affecting any of such Existing Shareholder’s shares in the Company and there is no agreement or arrangement to give or create any such Encumbrance. No claim has been made by any person seeking to claim any such Encumbrance.
2.4.
Except as expressly set forth in the Transaction Documents and save to the call options granted on the Closing Date by some of the Existing Shareholders, there are no formal agreements or arrangements in force which provide for the present or future allotment, issue, transfer, redemption or repayment of, or grant to any person of the right (whether conditional or otherwise) to require the allotment, issue, transfer, redemption or repayment of, any share or loan capital of the Company (including any option or right of pre-emption or conversion).
2.5.
No shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance with Spanish law and the bylaws of the Company.

46


The Company, with respect to the shares in the Company that will be owned by the Investors as a result of the Investment Round in the Company as stated in clause 3.1 of the Investment Agreement, represents and warrants to the Investors that:
2.6.
The Investors will be the legal and beneficial owners upon Closing of such shares that will be validly issued upon the full cash payment that will be received in the Company’s Account on the Closing Date. Said shares will be subscribed by the Investors with no Encumbrance on, over or affecting any of such shares in the Company, except for those expressly set forth in the Transaction Documents.
3.
THE COMPANY’S SUBSIDIARIES AND OTHER INTERESTS.
The Company hereby represents and warrants to the Investors that:
3.1.
The Company is the legal and beneficial owner of all of the shares in the Subsidiaries (the “ Subsidiaries’ Shares ”) as set forth on Schedule I of the Investment Agreement.
3.2.
The Subsidiaries’ Shares have all been validly issued, are fully paid and constitute the entire issued and to be issued share capital of the mentioned companies.
3.3.
Except as expressly set forth in the Transaction Documents, there is no Encumbrance on, over or affecting any of the Subsidiaries’ Shares and there is no agreement or arrangement to give or create any such Encumbrance. No claim has been made by any person seeking to claim any such Encumbrance .
3.4.
Except as expressly set forth in the Transaction Documents, there are no formal agreements or arrangements in force which provide for the present or future allotment, issue, transfer, redemption or repayment of, or grant to any person of the right (whether conditional or otherwise) to require the allotment, issue, transfer, redemption or repayment of, any share or loan capital of either Subsidiary (including any option or right of pre-emption or conversion).
3.5.
No shares in the capital of the Subsidiaries have been issued, and no transfer of any such shares has been registered, except in accordance with Spanish law and the bylaws of each of the Subsidiaries.
3.6.
Except for the Company’s ownership of the Subsidiaries, no member of the BDI Group owns or has any interest of any nature in any shares or other equity interest, debentures or other securities of corporate body, partnership, limited liability company or any other person, whether organized in Spain or elsewhere.
The Company, with respect to the shares in BDI Pharmaceuticals that will be owned by the Company as a result of BDI Pharmaceuticals’ Capital Increase as stated in clause 4 of the Investment Agreement, represents and warrants to the Investors that:
3.7.
It will be the legal and beneficial owner upon Closing of such shares that will be validly issued upon the Company making the deposit of the cash payment into a separate bank account of BDI Pharmaceuticals on the Closing Date. Said shares will be subscribed by the

47


Company with no Encumbrance on, over or affecting any of such shares in BDI Pharmaceuticals, except for those expressly set forth in the Transaction Documents.
The Company, with respect to the shares in VLP that will be owned by the Company and the Investors as a result of the Investment Round in VLP as stated in clause 3.2 of the Investment Agreement, represents and warrants to the Investors that:
3.8
The Investors and the Company will be the legal and beneficial owners of such shares upon Closing that will be validly issued upon the full cash payment that will be received in VLP’s Account on the Closing Date. Said shares will be subscribed by the Investors and the Company with no Encumbrance on, over or affecting any of such shares in VLP, except for those expressly set forth in the Transaction Documents.
4.
CORPORATE MATTERS
The Company hereby represents and warrants to the Investors that:
4.1.
Each member of the BDI Group is empowered and duly qualified to carry on with business in Spain and in all other jurisdictions in which they now carry on Business and have at all times carried on Business and conducted their affairs in all material respects in accordance with their respective bylaws and any other documents to which each such member is a party.
4.2.
Due compliance has been made with the Companies Acts ( Ley de Sociedades de Capital ), and all other legal requirements in connection with the formation of each member of the BDI Group, the allotment or issue of any of such member’s shares, debentures and other securities and the payment of dividends.
4.3.
All resolutions and documents required by the Companies Acts ( Ley de Sociedades de Capital ) or any other legislation to be filed with the competent Commercial Registry in Spain, or any other competent authority in any relevant jurisdiction, in respect of the BDI Group have been duly filed and were true, accurate and correct when filed.
4.4.
All documents of title relating to the assets of the BDI Group, an executed copy of all agreements to which any member of the BDI Group is a party and an original executed copy of every document or instrument creating or evidencing an Encumbrance over any of their assets, property or undertaking, are in their possession or under their control.
4.5.
The nominative shares’ book and the minutes’ book of each member of the BDI Group and BDi Pharmaceuticals’s and VLP’s mandatory corporate books regarding its agreements with its sole shareholder (the Company), are in the BDI Group’s possession or under their control, are current and have been maintained in accordance with all Applicable Laws and comprise a complete and accurate record of all information required to be recorded in them. No member of the BDI Group has received any notice that any information contained in any of such statutory books is incorrect or should be rectified.
4.6.
No one is entitled to receive from any member of the BDI Group any bonus, finder’s fee, brokerage or other commission or payment in connection with the execution of the

48


Investment Agreement or any of the other Transaction Documents, except for the payment of expenses and taxes set forth in the Investment Agreement.
4.7.
No director of any of the member of the BDI Group is now or has at any time been subject to any disqualification ( inhabilitación ) order based on Applicable Law.
4.8.
No member of the BDI Group is unable to pay its debts within the meaning of Spanish Bankruptcy Act (“ Ley 22/2003, de 9 de julio, Concursal ”). No member of the BDI Group has stopped paying its debts as they fall due. No order has been made or petition presented or meeting convened for the purpose of considering a resolution for the winding up of any member of the BDI Group, nor has any such resolution been approved.
5.
ACCOUNTS
The Company hereby represents and warrants to the Investors that:
5.1
The Last Accounts were prepared in accordance with the historical cost convention. The bases and policies of accounting adopted for the purposes of preparing the Last Accounts are the same as those adopted in preparing the accounts of BDI Group in respect of the preceding three accounting periods.
5.2
The Last Accounts of BDI Group:
(a)
have been prepared in accordance with PGC consistently applied for the preceding three accounting periods and give the value of the assets and liabilities and state of affairs of the members of the BDI Group as at the Last Accounts Date and of its profits or losses for the financial period ended on that date; and
(b)
comply with all applicable requirements of the Companies Acts and other Spanish Law and have been filed and deposited in accordance with the requirements of all Spanish Law.
5.3
The Management Accounts of each member of the BDI Group:
(a)
have been prepared in accordance with accounting policies consistent with those used in preparing the Last Accounts;
(b)
state the value of the assets and liabilities and state of affairs of such member of the BDI Group as at the Management Accounts Date;
(c)
fairly present the profits or losses of such member for each period to which they relate;
(d)  
have accounted for all tax accruals of such member of the BDI Group outstanding as at the Management Accounts Date;
(e)
has accounted for the corporate income tax ( Impuesto de Sociedades ) provision (including deferred tax) to be assessed on each of the members of the BDI Group

49


or for which it may be accountable in respect of the period ended on the Management Accounts Date; and
(f)
are not affected by any extraordinary, exceptional or non-recurring item, transactions of a nature not usually undertaken, or by any change in the basis of accounting, by charges, releases or credits relating to the period ended on the Management Accounts Date.
5.4
All the accounts, books, ledgers, financial and other records, of whatsoever kind, of the each of the members of the BDI Group are in their possession or under their control, are current and have been maintained in accordance with all Spanish Law and PGC on a proper and consistent basis and comprise complete and accurate records of all information required to be recorded therein.
5.5
All the accounting records and systems (including computerised accounting systems) of the BDI Group are recorded, stored, maintained or operated or otherwise held by the accounting firm of the Company.
6.
FINANCE
The Company hereby represents and warrants to the Investors that:
6.1.
The financial statements issued since the incorporation date of each member of the BDI Group and, consequently, the financial information of each member of the BDI Group Disclosed in the Data Room ( “Financial Statements” ) have been prepared in accordance with the PGC applied on a consistent basis. Such Financial Statements (including balance sheets, profit and loss and cash-flow statements) are complete and present a true and fair view in all material respects of the assets, liabilities, financial position, results of operations, profits and losses, changes in shareholders’ equity and cash flows of the BDI Group.
Each member of the BDI Group has no material liabilities or obligations, due or accrued except as reflected in the Financial Statements. The financial information provided to the Investors during the due diligence process has not been construed with the aim to mislead the Investors and has been prepared in good faith.
6.2.
Since the Last Accounts Date, no member of the BDI Group has made or agreed to make any capital expenditure or incurred or agreed to incur any capital commitments nor has any member of the BDI Group disposed of or realised any capital assets or any interest therein except within the ordinary course of business. The Financial Statements have not been affected by any (i) extraordinary item and/or (ii) item affecting comparability, (iii) revaluation, reclassification or appreciation of any asset or property, (iv) capital gain, (v) overpriced sale or other revenue, (vi) under-priced expenditure, or (vii) cancellation of depreciation.
6.3.
Since the Last Accounts Date, no dividend or other distribution has been or is treated as having been declared, made or paid by any member of the BDI Group.


50


6.4.
All dividends or distributions declared, made or paid by the BDI Group have been declared, made or paid in accordance with each member of the BDI Group’s bylaws and the applicable provisions of the Companies Acts and in accordance with any agreements or arrangements between any member of the BDI Group and any third party regulating the payment of dividends and distributions.
6.5.
No member of the BDI Group has loaned any money which has not been repaid to such member except for those loans or credits lent to other companies of BDI Group as listed in Schedule 6.5 , nor has any member of the BDI Group made any loan or quasi-loan contrary to Applicable Law.
6.6.
There are no liabilities outstanding on the part of any member of the BDI Group that should be reflected in the Last Accounts in accordance with the PGC, other than those liabilities included in the Last Accounts or those that have been incurred in the ordinary and proper course of trading since the Last Accounts Date.
6.7.
No member of the BDI Group has borrowings other than those set forth in Schedule 6.7 attached hereto, is in default of any of its obligations thereunder, and no event has occurred that, with the passage of time or the giving of notice, would constitute a default thereunder.
6.8.
Since the Last Accounts Date, no member of the BDI Group has repaid or become liable to repay any borrowings in advance of the stated maturity thereof.
6.9.
Except as set forth in Schedule 6.9 attached hereto or set forth in the Transaction Documents:
a.
No filings are necessary to be made or monies paid to comply with the conditions to Closing and Closing Deliveries set forth in Sections 8 and 9 of the Investment Agreement, respectfully.
b.
No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into by any member of the BDI Group or any third party in respect of borrowings or other obligations of the BDI Group (including the Existing Shareholders or any of their Affiliates, nor has any such person agreed to do so.
c.
No member of the BDI Group have given or entered into, or agreed to give or enter into, any guarantee, indemnity or other similar security arrangement in respect of the borrowings or other indebtedness of, or the default in the performance of any obligation by, any other person.
d.
No enforcement proceeding has been initiated in respect of any Encumbrance over any of the assets of the BDI Group, whether by virtue of the stated maturity date of the Indebtedness having been reached or otherwise.
e.
No member of the BDI Group has received notice (whether formal or informal) from any lenders of money to it, requiring repayment or notifying of the

51


enforcement of any Encumbrance or other security the creditor may hold over any of their assets and there are no circumstances which could give rise to any such notice.
f.
No member of the BDI Group has received any subsidy or financial assistance from any governmental department, authority or agency.
g.
No member of the BDI Group has paid any management fee or other compensation (including bonuses) to any Existing Shareholder or their Affiliates, (except for customary salary payments) outside the ordinary course of business nor any other extraordinary payment been made or become payable.
h.
There has been no change in accounting methods, principles or practices.
i.
Since the incorporation date up until the date of signature of the Investment Agreement, the Business of the BDI Group has been conducted in the ordinary, regular and usual course of business consistent with past practices, including, but not limited to: (i) the payment of accounts payable when due without entering into arrangements having the purpose of postponing the due dates thereof as compared to the ordinary course of business; and (iii) without postponing any investments or purchases as compared to the ordinary course of business.
7.
TRADING
The Company hereby represents and warrants to the Investors that:
7.1.
Since the Management Accounts Date:
a.
The Business of the BDI Group has been carried on in the ordinary and normal course of business so as to maintain the same as a going concern and without any material alteration in the nature, scope or manner of such business.
b.
Without limiting the generality of the foregoing, no member of the BDI Group has (i) acquired any business, line of business or person by merger or consolidation, purchase of material assets or equity interests, in a single transaction or a series of related transactions, or entered into any contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (ii) disposed of or agreed to dispose of any material assets essential to the BDI Group’s core business otherwise than in the normal course of its business; or (iii) entered into any agreement, transaction, obligation, commitment, understanding, arrangement or liability that is not entirely on an arm’s-length basis.
c.
There has been no Material Adverse Effect in the turnover or the financial or trading position of the BDI Group and no fact, event or matter has occurred which will give rise to any such change.
7.2.
The members of the BDI Group are not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability that:


52


a.
is outside the ordinary and normal course of the BDI Group’s Business;
b.
is not of an entirely arm’s length nature; or
c.
is a restrictive trading or other agreement or arrangement pursuant to which any part of the BDI Group’s Business is carried on or which in any way restricts its freedom to carry on the whole or any part of its Business in any part of the world in such manner as it thinks fit.
7.3.
No member of the BDI Group has entered into any guarantee or agreement for indemnity or for suretyship in respect of any debt, liability or obligation of any third party (including the Existing Shareholders and/or any of their connected persons or associates).
7.4.
No member of the BDI Group has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association, or a party to any agreement or arrangement for sharing commissions, or other income, all of the foregoing except for those entered into by the BDI Group in their ordinary course of business, except those set forth in Schedule 7.4.
7.5.
There is no outstanding agreement or arrangement allowing any third party to act or trade as agent of any of the members of the BDI Group.
7.6.
Except as set forth in Schedule 7.6 attached hereto, there is not now outstanding and there has not at any time during the three years prior to the Closing Date been entered into any contract or arrangement between any member of the BDI Group, on the one hand, and the Existing Shareholders or any of their Affiliates, on the other hand. The BDI Group does not depend upon the use of any assets owned by, or facilities or services provided by, any Existing Shareholder or any of their Affiliates.
7.7.
Except for the licenses granted pursuant to the terms of the Transaction Documents that will be granted on Closing, the BDI Group has all material licences, permissions, authorisations and consents necessary to carry on its Business as currently conducted and as proposed to be conducted; all such licences, permissions, authorisations and consents are in full force and effect; BDI is not in default thereof; and no event has occurred or is continuing, that, with the passage of time or giving of notice, would constitute a default thereunder.
8.
ANTI CORRUPTION
The Company and each of the Existing Shareholder hereby represent and warrant to the Investors that:
8.1.
No member of the BDI Group nor any Existing Shareholder is, or has ever been, engaged in any activity, practice or conduct which would constitute an offence under the Anti-Bribery Laws.
8.2.
No member of the BDI Group nor any Existing Shareholder is, or has ever been, the subject of any investigation, inquiry or enforcement proceedings by any governmental,

53


administrative or regulatory body or any customer regarding any matter which would constitute an offence or alleged offence under the Anti-Bribery Laws, and no such investigation, inquiry or proceedings have been threatened in writing or are pending
8.3.
No member of the BDI Group or any Existing Shareholder is aware of any facts or circumstances that may result in an investigation, inquiry or enforcement proceeding , and the Company shall operate in compliance with all Anti-Bribery Law .
9.
SANCTIONS.
The Company and each of the Existing Shareholder hereby represents and warrants to the Investors that:
9.1.
No member of the BDI Group is, or has ever, directly or indirectly through a third party, engaged in any activity:
with individuals and/or entities designated on any of the European Union, United Nations and/or United States government restricted or denied parties lists or other similar lists (including without limitation the Specially Designated Nationals and Blocked Persons lists) of other countries with jurisdiction over this transaction; or
subject to sanctions or trade requirements imposed by the European Union, its member states, the United Nations and/or the United States of America, including without limitation the comprehensive sanctions restricting commerce with Cuba, Iran, North Korea, Crimea - Region of Ukraine, Sudan or Syria or any other country subject to selective sanction or other trade restrictions.
9.2.
No member of the BDI Group nor any Existing Shareholder is aware of any facts or circumstances that may result in an investigation, inquiry or enforcement proceeding related to the alleged violation of any sanctions or export/import laws and regulations by the Company or any member of the BDI Group or any of its respective officers, consultants, agents or employees, and the Company shall operate in compliance with all sanctions and export/import laws and regulations.
10.
COMPETITION AND TRADE.
The Company hereby represents and warrants to the Investors that:
10.1.
No member of the BDI Group has committed or omitted to do any act or thing which could give rise to any material fine or penalty; nor has they been notified of any investigation, inspection or procedure that could result in the imposition of a fine or penalty, deriving from any agreement, practice or arrangement which contravenes anti-trust, anti-monopoly, anti-cartel legislation, fair trading, consumer protection or similar legislation or regulations in any applicable jurisdiction in which the BDI Group carries out its Business.
10.2.
No member of the BDI Group is, or has ever been, the subject of any investigation by the Spanish Competition Authority, the European Commission or any other anti-trust

54


regulatory body, nor has any member of the BDI Group contravened any undertakings given to any such body.
10.3.
No member of the BDI Group exceeds, and the BDI Group as a consolidated group does not exceed, the market share or turnover thresholds set out under Spanish and/or European Competition Law and under any other Applicable Law where the BDI Group carries on its Business.
11.
MATERIAL ASSETS.
The Company hereby represents and warrants to the Investors that:
11.1.
The members of the BDI Group are the legal and beneficial owners of and have good and marketable title to all material assets used in the course of their Business, free and clear of all Encumbrances, except for those set forth in Schedule 11.1 . There is no dispute, directly or indirectly, between any of the members of the BDI Group and any other person relating to any of the assets to the BDI Group.
11.2.
The assets owned by the BDI Group, together with the services and facilities to which the BDI Group have a contractual right to use, comprise all the assets, services and facilities necessary for the carrying on of the Business of the BDI Group as now carried on and as proposed to be carried on.
11.3.
All the tangible assets of the BDI Group are in good working order and repair, ordinary wear and tear excepted.
12.
INSURANCE
The Company hereby represents and warrants to the Investors that:
12.1.
The insurance policies contracted by the BDI Group provide customary coverage against accident, damage, injury, third party loss, and other risks normally insured against by persons carrying on the same type of business as that carried on by the BDI Group in similar market conditions.
12.2.
All policies of insurance effect by or for the benefit of any member of the BDI Group are listed in Schedule 12.2 thereto and are currently in full force and effect and to the Company’s knowledge nothing has been done or omitted to be done which is likely to make any such policy of insurance void or voidable or which is likely to result in an increase in premium.
12.3.
No claim is outstanding or may be made under any such policies and no circumstances exist that are likely to give rise to such a claim.
13.
INTELLECTUAL PROPERTY RIGHTS
The Company hereby represents and warrants to the Investors that:


55


13.1.
The BDI Group owns all right, title and interest in and to, or possesses adequate rights or licenses to use, patents, patent rights, copyrights, inventions, licenses, governmental authorizations, discoveries, formulas, technical assistance, trade secrets, knowhow and other intellectual property rights (the “ IP Rights ”) necessary to conduct the Business as now conducted. The IP Rights are free from any Encumbrances and are valid, subsisting and enforceable, except for those patent applications that are still under prosecution as set forth in Schedule 13.1
13.2.
None of the BDI Group owns registered or unregistered trademarks, trade names, service marks, service mark registrations, service names, copyrights, trademarks or brand names nor has applied for the registrations of copyrights, trademarks or brand names.
13.3.
None of the BDI Group IP Rights have expired, terminated, or are expected to expire or terminate, within three (3) years from the date of the Investment Agreement.
13.4.
The domain names listed in Schedule 13.3 thereto are all the internet domain names owned or used by the BDI Group (the “ Domain Names” ). The members of the BDI Group are the sole registered proprietors of the Domain Names.
13.5.
To the Company’s knowledge, none of the members of the BDI Group have made any alleged or suspected infringement on or misappropriation, as of the date of the Investment Agreement or in the six (6) years preceding such date, of the intellectual property rights of others or the infringement on or misappropriation by others, as of the date of the Investment Agreement or in the six (6) years preceding such date, of the BDI Group’s IP Rights.
13.6.
To the Company’s knowledge , t he BDI Group does not have any notice, written or verbal as of the date of the Investment Agreement or in the six (6) years proceeding such date that related to the infringement or misappropriation by the BDI Group of the IP Rights of others.
13.7.
None of the IP Rights or Domain Names are subject to any pending proceedings for opposition, cancellation, revocation, rectification, licence of right or relating to title or any similar proceedings anywhere in the world. The Existing Shareholders are not aware of any material circumstances which might result in the cancellation or revocation of the Domain Names or IP Rights.
13.8.
All intellectual property licenses granted by any member of the BDI Group to any third party (the “ Out Licenses ”) are listed in Schedule 13.6 thereto and are valid and binding and in full force and effect. No party to any Out License is in default of the terms thereof and, to the Company’s knowledge, no fact or situation exists that would, with the giving or notice or passage of time, constitute a default under any Out License. All Out Licenses have, where required, been duly recorded or registered.
13.7.
Other than pursuant to the Out Licences, no member of the BDI Group has granted and or is obligated to grant any license, sub-license, Encumbrance or assignment in respect of any of the BDI Group’s IP Rights.


56


13.8.
All licenses or other material rights or permission to use any third party intellectual property used by the BDI Group in the operation of the Business have been obtained by the BDI Group and all license fees, royalties and any other amounts (if any) due and payable under such license agreements have been paid, except for those payment obligations of certain royalties to CSIC as set forth in Schedule 13.8 .
13.9.
No activities have been conducted on behalf of any member of the BDI Group, Dyadic or any third party that, directly or indirectly, incorporate or use (whether alone or in combination with any other intellectual property of the BDI Group or any third party) any component of the C1 Technology (as such term is defined in the Research Services Agreement) or any derivatives or modifications thereof, except as expressly permitted by and in accordance with the terms and provisions of the Research License Agreement
13.10.
Whether in the carrying on of its Business or otherwise, no member of the BDI Group has breached any obligations of confidentiality or non-disclosure owed to any third party or as engaged in any act of unfair competition. To the Company’s knowledge, no third party has breached any obligations of confidentiality or non-disclosure owed to any member of the BDI Group or engaged in any act of unfair competition with respect to any member of the BDI Group.
13.11.
None of the Existing Shareholders nor any member of the BDI Group have, except subject to a confidentiality agreement, disclosed or permitted, agreed to, undertaken or arranged the disclosure of any confidential information of the BDI Group to any third parties, unless required by law, to any public administrative body, or in the framework of any bid or in light of reaching a possible investment agreement in the BDI Group.
13.12.
To the Company’s knowledge, no employee of the BDI Group is obligated under any contract (including licenses, covenants or legal commitments of any nature) or any agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the BDI Group in the operation of the Business as conducted on the date of the Investment Agreement.
13.13.
Title and ownership of any and all rights with respect to any inventions of the BDI Group’s employees during their employment with the BDI Group vests in the BDI Group.
13.14.
All inventors named in patent applications or in issued patents have entered into agreements with the BDI Group assigning to the BDI Group all of the inventors’ right, title and interest in and to such patent application(s) and patents describing and claiming their invention(s). All persons involved in the conception, making, development and work related to the BDI Group’s IP Rights have entered into agreements with the BDI Group assigning to the BDI Group, to the extend deemed necessary or appropriate by the BDI Group all of such persons’ right, title and interest in and to the BDI Group’s IP Rights.
14.
MATERIAL CONTRACTS
The Company hereby represents and warrant to the Investors that:


57


14.1.
Accurate and complete copies of all contracts or other agreements to which any member of the BDI Group is a party and which are material to the Business (the “ Material Contracts ”) have been Disclosed in the Data Room and all such Material Contracts are legal, valid, binding and enforceable, except insofar as enforcement may be limited by bankruptcy, insolvency, or other Laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies.
14.2.
No member of the BDI Group is in breach or default and no fact or event has occurred which with the notice or the passage of time, would constitute a breach or default by any member of the BDI Group under any Material Contract, or permit termination, modification, or acceleration under the Material Contract.
14.3.
To the Company’s knowledge, no party with whom any member of the BDI Group have entered into any Material Contract has given notice to terminate or rescind or has sought to repudiate or disclaim or materially change the terms of any such Material Contract in connection with the Investment of the Investors.
14.4.
No Material Contract to which any member of the BDI Group is a party is the subject of any dispute or claim and to the Company’s knowledge there are no facts, matters or circumstances which could give rise to any dispute or claim.
15.
DATA PROTECTION
The Company hereby represents and warrant to the Investors that:
15.1.
The BDI Group complies with (and established the procedures necessary to ensure compliance with) all relevant requirements of the Data Protection Legislation in Spain and in all other jurisdictions in which the BDI Group has carried on the Business.
15.2.
The BDI Group has not:
a.
received an order, warrant, notice or allegation from either the information commissioner or other relevant body or a data subject alleging non-compliance with the Data Protection Legislation in Spain, and in any of the other jurisdictions in which the BDI Group has carried on the Business and there are no circumstances which may give rise to any such order, warrant, notice or allegation whether in Spain or elsewhere;
b.
received a claim for compensation and no individual will have the right to claim compensation under the LOPD for loss or unauthorised disclosure of data whether in Spain or elsewhere.
16.
LITIGATION AND DISPUTES
The Company hereby represents and warrant to the Investors that:
16.1.
Except as Disclosed in the Data Room, neither the BDI Group nor any person for whose acts or defaults the BDI Group may be vicariously liable have been involved in any legal

58


or administrative or arbitration proceedings (whether as claimant or defendant or otherwise) and no such proceedings are pending or, to the Company’s knowledge, threatened, and, to the Company’s knowledge, there are no facts, matters or circumstances which are likely to give rise to any such proceedings. There is no unfulfilled or unsatisfied judgment or court order outstanding against any member of the BDI Group.
16.2.
No governmental or official investigation or inquiry concerning the BDI Group or their Business or any of its directors, officers or employees is in progress or pending or, to the Company’s knowledge, threatened, and to the Company’s knowledge, there are no facts, matters or circumstances that are likely to give rise to any such investigation or inquiry.
16.3.
Except as expressly set forth in Schedule 16.3 , there is no dispute with any government or any agency or body acting on behalf of such government or any other body or authority in Spain or elsewhere in relation to the Business of the BDI Group and, to the Company’s knowledge, there are no facts, matters or circumstances that are likely to give rise to any such dispute.
16.4.
The BDI Group is not party to any undertaking or assurance given to any court or government or governmental agency or regulatory body which is still in force except for those set forth in Schedule 16.4 .
16.5.
The BDI Group and its respective officers, agents and employees and any other person acting on behalf of the BDI Group (during the course of their duties in relation to the BDI Group) have conducted and are conducting its Business in all material respects in accordance with Spanish law or the law of any jurisdictions in which it carries on the Business. The BDI Group has not received any notice of any violation of any Applicable Laws and, to the Company’s knowledge, there are no investigations or inquiries in existence or pending in respect of the BDI Group or its Business and the Company has no knowledge of any fact or matter which could lead to such investigations or enquiries in any jurisdictions in which it carries on the Business.
16.6.
The BDI Group are not in breach of any order, decree or judgment of any court or any governmental or regulatory authority.
17.
EMPLOYMENT.
The Company hereby represents and warrant to the Investors that:
17.1.
A list of all the directors, officers and employees of the BDI Group together with full particulars (including annual gross salary, length of service and job position) has been Disclosed in the Data Room. Such information is true, materially complete and accurate and not misleading on the Closing Date.
17.2.
None of the agents/contractors who have a contractual relationship with the members of the BDI Group are registered as employees of the BDI Group and none of them are entitled to any payments (including but not limited to any severance payment/goodwill compensation or any other indemnification as a consequence of the termination of the contractual relationship, damages, any pending remuneration or benefits, any social

59


security contributions) on Closing Date.
17.3.
Except as expressly set forth in the Transaction Documents, no change has been made in the rate of remuneration, emoluments, pension benefits or other terms of employment, of any director, officer or key employee in relation to the information provided in the Data Room as established in section 17.1 above.
17.4.
The salaries and all other benefits (including incentive plans, holiday pay and overtime pay) of all directors, officers and employees (and former directors, officers and employees) have been paid up in full on Closing Date, except for the accrual of the extra pays effective in June and December, as well as the holidays accrued according to Spanish law as set forth in Schedule 17.4 .
17.5.
All social security contributions arising or in respect of any period on or before the Closing Date have been paid in full by all the members of the BDI Group and they are therefore under no liability to pay any penalty, fine, surcharge or interest in connection with any social security contribution.
17.6.
Each person (national or foreign) employed, hired or engaged by the BDI Group has valid and subsisting permission to live and work full time in Spain in the role in which they are employed, hired or engaged.
17.7.
In relation to each of its employees and workers and so far as relevant in relation to each of its former employees and workers, the BDI Group have complied in all material respects with all employment and social security statutes, regulations, codes of conduct, collective agreements, terms and conditions of employment, common law, orders and awards relevant to their conditions of service or to the relations between them and their employees and workers (or former employees and workers, as the case may be) or any recognised trade union.
17.8.
There are no court or other proceedings between the BDI Group on the one hand and any director, officer, employee or consultant or former director, officer, employee or consultant on the other hand nor are any such proceedings pending or threatened and there are no facts, matters or circumstances which could give rise to any such proceedings. No employee is subject to a current disciplinary warning or procedure and there are no unresolved grievances.
18.
PENSIONS
The Company hereby represents and warrant to the Investors that:
18.1.
The BDI Group has not prior to Closing Date paid, provided or contributed towards, and the BDI Group has not promised or proposed nor are under any obligation, liability or commitment however established and whether or not legally enforceable to pay, provide or contribute towards, any benefits under a pension scheme or any other pension arrangements for or in respect of any present or past officer or employee (or any spouse, child or dependant of any of them) of the BDI Group or of any predecessor of the Business.


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19.
REAL PROPERTIES
The Company hereby represents and warrant to the Investors that:
19.1.
The BDI Group does not own any real property ( inmuebles ).
19.2.
The information related to all real property leased or sub-leased by the BDI Group (the industrial premises located in Boecillo (Calle Louis Proust 13, plot ZT-3.1.3, 47151 Boecillo (Valladolid, Spain), together with copies of the corresponding contracts have been Disclosed in the Data Room. All such information is true, complete, accurate and not misleading in any material respects whatsoever.
19.3.
The BDI Group has paid the rent and all other sums payable under the lease or licenses (i.e. real estate property tax -IBI-, ford rates, garbage rates) and have observed and performed the covenants on the part of the tenant and the conditions contained in the lease or sub-lease or licenses under which the property is held and no notices have been served by the landlord in respect of the any lease, sub-lease or licence.
19.4.
The BDI Group have not received written notice of any dispute, claim, complaint or demand of any kind affecting the property and there are no facts, matters or circumstances which might reasonably be expected to give rise to any such dispute, claim, complaint or demand of any kind.
19.5.
Except as set forth in Schedule 19.5 , the BDI Group represents that they have the necessary facilities, lab equipment and personnel to timely and efficiently perform and render the services under the Research Services Agreement and the Services Framework Agreement.
19.6.
The BDI Group represents and warrants that the actual enforcement procedure started by LIBERBANK, S.A. over the industrial premises mentioned in 19.2 above will not affect the execution of the services under the Research Services Agreement and the Service Framework Agreement
20.
TAX
The Company hereby represents and warrant to the Investors that:
20.1.
The BDI Group has complied in all material respects in respect with all tax obligations and have made the relevant payment when due.
20.2.
In accordance with PGC and consistently with their own accounting practices, procedures and rules, applied on a uniform and consistent basis in recent financial years, whether in Spain or elsewhere, the BDI Group have recorded sufficient provisions and reserves for the payment of taxes that have become chargeable but the voluntary period for assessment and payment of which has not yet expired.
20.3.
(a) Tax returns required to be filed by or on behalf of the BDI Group have been filed in a timely manner (within any applicable extension periods validly obtained) and all such Tax returns are true, correct and complete in all respects; (b) all Taxes or amounts required

61


to be withheld or paid by or on behalf of the BDI Group has been timely withheld or paid in full; (c) the BDI Group has not granted any extension or waiver of the statute of limitations applicable to any Tax return, which period (after giving effect to any such extension or waiver) has not yet expired; (e) there are no special arrangements with any Tax Authority regarding the Taxes of the BDI Group and there are no requests for rulings pending with any Tax Authority regarding the BDI Group; (f) the BDI Group is not a party to any written agreement or arrangement that could result in an obligation to pay any amounts of or in respect of Tax of any other person; and (g) there are no Encumbrances for Taxes on any of the assets of the BDI Group.
20.4.
The BDI Group has maintained all records and all other information in relation to Taxes which it was required to maintain and prepared and retained all such documentation as is necessary or reasonable to defend the tax-deductible character of the costs borne by it and the reasonability of other tax attributes.
20.5.
Except as set forth in Schedule 20.5 , the BDI Group has not been subject within the past four (4) years been subject to, nor is currently subject to, any audits, investigations, disputes, claims or other proceedings with respect to Tax matters involving the BDI Group or any of its employees, directors, managers or consultants, and there is no basis for such audits, investigations, disputes, claims or proceedings (it being understood that the Tax authorities may start conducting such activities at any time, at its sole criteria) in accordance with all Applicable Laws.
20.6.
The BDI Group has duly reported in its non-resident income tax (“NRIT”) annual returns the payments made to non-residents entities and individuals for the services rendered.
20.7.
The BDI Group has not entered into, is not, has not been a party to, or has not otherwise been involved in any scheme or arrangement that (i) was entered into solely or wholly or mainly with a view to avoiding, reducing, postponing or extinguishing any actual or potential liability for Tax; or (ii) was designed for the purpose of unlawfully avoiding Taxes, and the BDI Group have not unlawfully invoked an exemption or reduction of Tax.
20.8.
In respect of every transaction or series of transactions in respect of which the BDI Group is subject to any transfer pricing rules, (i) each such transactions have been carried out at arm’s length prices, (ii) provision between the BDI Group and any other person is real, has provided a benefit to the recipient and is not susceptible to adjustment by any Tax Authority and (iii) the BDI Group has prepared and retained all such documentation as is necessary or reasonable to identify the terms of the transactions, justify the actual rendering of the services and the methodology used in arriving at arm’s length terms for such transactions.
20.9.
The BDI Group has not acquired property for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof to, or received or performed services for other than the fair market value from or to, or paid or received interest or any other amount other than at a fair market value rate to or from any Existing Shareholders or a related individual of any of the Existing Shareholders or other person with whom it does not deal at arm’s length within the meaning of

62


Applicable Laws.
20.10.
The BDI Group has timely complied with all legally required reporting obligations in respect of commissions, fees, rebates, salaries, benefits in kind, commercial discounts by means of credit notes through the relevant forms.
20.11.
All goods, services or other inputs for which the BDI Group has claimed any credit, deduction or similar with respect to any value added tax or similar tax have been or are to be used for the purposes of the Business and a valid credit, deduction or similar is available to the extent claimed.
20.12.
Taxes deducted by the BDI Group from payments or benefits in kind granted to any person have been properly deducted and accounted for and timely paid to the relevant authorities in accordance with Spanish Law or normal provisions have been made for payments or granting of benefits in kind not yet due.
20.13.
Neither the entering into the Investment Agreement or the other Transaction Documents, nor the Closing, will cause the BDI Group to incur or sustain any liability to taxation that would not otherwise have arisen or affect the value of any asset for the purposes of ascertaining any present or future liability of the BDI Group to taxation.
20.14.
All losses and reliefs shown in the Last Accounts or in the Tax returns or computations are valid and properly claimed and are available to offset taxable profits of the BDI Group and there are no circumstances in existence, which might cause the disallowance in whole or part of any such losses, tax credits or reliefs. All claims for relief, allowances or repayment of Taxes and all elections, options and the like that have, will or may affect the liability of the BDI Group for Tax have been duly, timely and properly made and remain valid.
20.15.
The BDI Group has not benefited from or granted any abnormal or benevolent advantages or secret commissions; as such concepts are interpreted as at the Closing Date in accordance with the applicable Spanish Law.


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Schedule V
Company and Existing Shareholders’ Indemnification Obligation
1.    INDEMNIFICATION.
1.1    Subject to the provisions of the Agreement, on and after the Closing Date, each of the Existing Shareholders and the Company shall indemnify and hold harmless the Investors from and against any and all Losses suffered by such Investors relating to, arising out of or resulting from (i) any breach or inaccuracy of any of the Warranties set forth in Section 11 of the Agreement and Schedule V attached thereto as well as (ii) the Specific Indemnities set forth in Clause 12 and (iii) any breach or inaccuracy of the Covenants or obligations of the Existing Shareholders, the Company or VLP under this Agreement. It is hereby expressly agreed by the Parties that the Company and the Existing Shareholders shall be joint and severally liable, being the Existing Shareholders’ liability divided in accordance to the Liability Distribution Percentages as established in Schedule III.
1.2    Notice of Indemnification Claim (“ Indemnification Claim ”): No Indemnification Claim may be made by either of the Investors to the Existing Shareholders or Company in respect of a Loss unless and until the written notice of such Indemnification Claim has been delivered to the Company and the Existing Shareholder, which notice shall specifically state in reasonable detail:
(i)    the Warranty(ies), Specific Indemnities, Covenants or obligations for which the breach is alleged;
(ii)    the reason that the Investor is alleging said breach; and
(iii)    the nature and amount of the Loss (if known).
1.3    Double Indemnification Claims: Nothing in this Agreement is intended to require or permit the payment by the Existing Shareholders or the Company of duplicative, in whole or in part, indemnity payments hereunder and/or under the Transaction Documents to the Investors. If the Existing Shareholders or the Company pay an indemnity to the Investors in connection with Losses and the Investors subsequently recover(s) all or part of the amount of such indemnity from a third party, the Investors shall as promptly as possible repay to the Existing Shareholders or the Company the amount so recovered (up to the amount of the indemnity previously received).
1.4    Remedial Action: If the Company or any Existing Shareholder breaches its Warranties, Specific Indemnities, Covenants or obligations under this Agreement, and such breach is capable of being remedied, the breaching party shall be afforded a period of thirty (30) days to cure such breach.
2.    CONDUCT OF INDEMNIFICATION CLAIMS.
2.1    Indemnification Claim Notice: If any of the Investors becomes aware of any matter that may give rise to a Indemnification Claim against any of the Existing Shareholder or the Company, notice of that fact shall be given to said Existing Shareholder or the Company in accordance with Clause 1.2 of this Schedule V and no later than thirty (30) days after the Investor becomes aware of the circumstances giving rise to such Indemnification Claim; provided, however, that any failure to give such timely notice shall not affect the rights of the Investor hereunder except to the extent of the Loss suffered by the Existing Shareholder or the Company as a result of such failure.

64


2.2    Third-Party Indemnification Claim: If the Indemnification Claim in question results from or arise in connection with a claim by or liability to a third party:
(i)    subject to having served notice on the Investor within thirty (30) days from the receipt of the Investor’s notice of Indemnification Claim referred to in paragraph 2.1 that they desire to conduct the defence of a third-party claim, the Existing Shareholders and the Company shall be entitled to conduct and/or control at their own expense the defence of such third-party claim (including, without limitation, by making or causing the Company and/or the relevant BDI Group to make counterclaims or other claims against said third party; provided that such counterclaims or claims are related to the underlying claim) it being agreed that this shall not prevent any of the Investors from being indemnified by the Existing Shareholders and the Company under paragraph 1.1. In such case, no admission of liability (whether express or implied) shall be made by or on behalf of the Investor (including the Company or its Subsidiaries );
(ii)    if the Existing Shareholders and the Company do not notify the Investor within a reasonable time, which shall in any event be within thirty (30) days, from the receipt of Investor’s notice of a Indemnification Claim referred to in paragraph 2.1 that the Existing Shareholders and the Company desire to conduct the defence of a third-party claim, the Investor shall conduct the defence of the third-party claim in good faith; and
(iii)    any Party who undertakes the defence of a third-party claim shall give to the other Parties the opportunity to comment and be associated in the defence, shall take into account any reasonable comments, shall keep such other Parties informed of the development of the underlying claim and shall promptly communicate or give to the other Parties access to all notices, communications and filings (including court papers).
(iv) A failure by an Investor to comply with its obligations under paragraph 2.2 shall not affect the rights of such Investor except to the extent of the Loss suffered by the Existing Shareholders and the Company as a result of such failure.
3.    PAYMENTS.
3.1    Payment of Indemnification Claim: The Existing Shareholders and the Company shall not be required to make any payment until the amount in respect of which the Indemnification Claim has been made is due and payable. If the indemnification of the Loss or its amount is disputed by a Party, no payment or set-off shall be required to be made by the Existing Shareholders and the Company until such dispute has been finally settled by mutual agreement between the Parties or an enforceable decision has been rendered in accordance with Section 29 of the Investment Agreement.
3.2. At the option the Investors, any Loss that any of the Existing Shareholders shall pay to the Investors may be settled in cash or in shares held by the relevant Existing Shareholder in the Company subject to the quantitative limitations set forth in clause 4.4 of Schedule VI. If paid in shares, the number of shares will be calculated by dividing the value of the Loss by the price per each of the Company’s shares paid in by the Investors in the Company’s Capital Increase. Each of the Parties hereby irrevocably waives any pre-emption rights that they may have so as to enable the transfer of any shares in the capital of the Company contemplated by this clause 3.2.
3.3    Return of Recovered Amounts from Third Parties: If any indemnity paid by an Existing Shareholders and/or the Company, pursuant to Section 3.1 above, in discharge of any Indemnification Claim under this Agreement and an Investor, the Company or any BDI Group subsequently recovers (whether by payment,

65


discount, credit, relief or otherwise) from a third party an amount in respect of the same Loss, the Investor shall within ninety (90) days pay on behalf of itself (including the Company or the BDI Group), as the case may be, to the Existing Shareholders and/or the Company, in accordance with the Liability Percentage, an amount equal to the sum recovered from said third party after deduction of all costs and expenses of recovery and (if any) any resulting increase in insurance premiums.
3.5     If, as a consequence of any indemnity paid by the Existing Shareholders and the Company, the Investor and/or the BDI Group are compelled to make any tax payment, the Existing Shareholders and the Company shall pay to such Investor or the BDI Group (as applicable) such additional amounts are necessary to ensure receipt by the Investor and/or the BDI Group of the full amount which they would have received but for the tax obligation.

66


Schedule VI
Limitation of Liability
1    TIME LIMITS FOR BRINGING INDEMNIFICATION CLAIMS.
1.1
The Company and the Existing Shareholders shall not be liable for any Losses unless and until the Company and the Existing Shareholders have received from the Investors written notice in accordance to Schedule V on or before:
(i) in respect of an Indemnification Claim (other than a claim under the Specific Indemnities, Warranties 17, 18 and 20), twenty-four (24) months from the Closing Date; and
(ii) in respect of an Indemnification Claim in relation only to the Warranties 17, 18 and 20, the expiry of the statute of limitations established under the Spanish Law.
1.2
Any Indemnification Claim shall (if not previously satisfied, withdrawn or settled) be deemed to have been withdrawn and waived by the Investors unless legal and/or administrative proceedings in respect of such Indemnification Claim have been commenced within one year after the notification of such Indemnification Claim to the Company and the Existing Shareholders pursuant to paragraph 1.1.
2    ACTS OF THE INVESTOR.
The Existing Shareholders and the Company shall not be liable (or such liability shall be reduced) in respect of any Indemnification Claim to the extent that such Indemnification Claim arises or is increased as a result of any breach by the Investors of any of its obligations under this Agreement or any of the Transaction Documents.
3    GENERAL LIMITATIONS.
The Existing Shareholders and the Company shall not be liable (or such liability shall be reduced in the case of paragraph (c) below) in respect of any Indemnification Claim:
(a)    that arises as a result of, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the Closing Date or any change in legislation, case law or doctrine issued by administrative public bodies, with retrospective effect after the Closing Date;
(b)    in cases where the obligation to indemnify is related to any information, circumstances or events that have been Disclosed in the Data Room, except those covered by the Specific Indemnity;
(c)    in cases where a provision has been recorded in the Financial Statements or in the Financial Projections of the BDI Group to cover any damages; and
(d)    in the event that the liability in question does not materialize as actual (as opposite to contingent) damage suffered by the Investors.

67


4    QUANTITATIVE LIMITATIONS
4.1    The Existing Shareholders and/or the Company shall not be liable in respect of any Losses unless the aggregate liability for all Indemnification Claims exceeds €25,000, in which case the Existing Shareholders and/or the Company shall be liable for the entire amount and not merely the excess.
4.2    In calculating liability for Indemnification Claims for the purposes of clause 4.1 above, any Indemnification Claim which is less than €2,500 (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of Indemnification Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated and form a single Indemnification Claim
4.3    If the amount indicated in 4.1 above is exceeded, the Investors shall set off the amount of the corresponding Indemnification Claim from (i) any provisions recorded in the Financial Projections of the BDI Group to cover any contingencies; and (ii) then, if there are indemnifications still outstanding, from any amounts recovered from the Spanish Tax Authorities in connection with the outstanding proceedings related to VAT claims followed against the Spanish Tax Authorities.
4.4    The maximum limit on the direct or indirect aggregate liability of the Existing Shareholders shall be, at the entire and absolute discretion of the Investors, (i) four hundred thousand euros (€400,000) if paid in cash by the Existing Shareholders or (ii) one million five hundred thousand Euros (€1,500,000) if the Investors decide the Existing Shareholders to settle the Indemnification Claim totally in shares in accordance with Clause 3.2 of Schedule V above. Accordingly, the maximum limit of the liability of each of the Existing Shareholders shall be calculated by applying the proportions set forth in the Liability Distribution Percentages (as established in Schedule III) to the foregoing amounts.
5    EXCEPTIONS TO THE LIMITATION OF LIABILITY
As mentioned in Clause 13.2 of this Agreement, the limitations of liability contained in this Agreement, Schedule VI or any statutory limitation shall not apply in relation to:

(i) the Specific Indemnities,

(ii) any claim relating to the warranties of Section 1 ( Authority and Capacity ) and 2 ( Title of Shares in the Company and VLP ) listed in Schedule IV and

(iii) the liability of the Existing Shareholders to any claim where the fact, matter or circumstance giving rise to such claim arises as a result of fraud (“ dolo ”), fraudulent misrepresentation, deliberate misstatement or wilful concealment on the part of any of the Existing Shareholders.

68


EXHIBIT A1

BDI Holding Shareholders Agreement

69



SHAREHOLDERS AGREEMENT
with respect to
Biotechnology Developments for Industry, S.L.
executed by
Creux An á lisis Estrat é gicos, S.L.
Mr. Emilio Guti é rrez G ó mez
Mr. Carlos Bl á zquez Escudero
Mr. Ricardo Arjona Antol í n
Ms. Ana Gómez Rodr í guez
Mr. Luis Hilario Guerra Trueba
Floema Biotec, S.L.
Mr. Jorge Hern á ndez Esteban
Mr. Yahia El-Amrani Bentahar
DYADIC INTERNATIONAL (USA), INC
and
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.

Madrid, on 30 June 2017


70


TABLE OF CONTENTS



1
DEFINITIONS AND INTERPRETATION.
4

2
PURPOSE OF THE AGREEMENT
9

3
BUSINESS OF THE COMPANY
10

4
BOARD OF DIRECTORS
10

5
GENERAL SHAREHOLDERS ' MEETING.
17

6
CONFLICT OF INTEREST
20

7
MANAGING DIRECTOR ("CEO").
21

8
INFORMATION RIGHTS
21

9
DIVIDEND POLICY
21

10
ACCOUNTING AND FINANCIAL REPORTING
22

11
REPRESENTATIONS AND WARRANTIES
22

12
OBLIGATIONS OF EACH PARTY.
24

13
PRE-EMPTIVE RIGHTS FOR CAPITAL INCREASE.
24

14
LOCK-IN PERIOD AND FUTURE TRANSFERS OF SHARES
24

15
DRAG-ALONG RIGHT.
26

16
TAG-ALONG RIGHT.
27

17
NATURE OF THIS AGREEMENT AND BYLAWS.
29

18
TERM
29

19
TERMINATION
29

20
MINIMUM COMMITMENT TERM FOR THE KEY EMPLOYEES.
NON COMPETE, NON-SOLICITATION AND EXCLUSIVITY.
30

21
CONFIDENTIALITY
35

22
INDEMNITY
37

23
NOTICES
38

24
ASSIGNMENT
40

26
GOVERNING LAW AND JURISDICTION
41


71


SHAREHOLDERS AGREEMENT
REGARDING
BIOTECHONOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.
In Madrid, on 30 June 2017
OF THE ONE PART
(1)
Creux: Análisis Estratégicos, S.L. , a Spanish limited liability company, with registered office in         , Salamanca, holder of Spanish tax identification number         , represented by Mr. Emilio Gutiérrez Gómez, of legal age, a Spanish national, holding taxpayer identification number 70.882.858-D, in force, and domiciled for this purposes in         , Salamanca. He acts in his capacity of Sole Director of the mentioned company.
(2)
Mr. Emilio Gutiérrez Gómez , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , Salamanca, acting in his own name and behalf.
(3)
Mr. Carlos Blázquez Escudero , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , Salamanca, represented by Mr. Pablo Gutiérrez Gómez, of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purposes at         , Salamanca. He acts in the name and on behalf of Mr. Carlos Blázquez Escudero on virtue of special powers of attorney granted on his favour.
(4)
Mr. Ricardo Arjona Antolín , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , acting in his own name and behalf.
(5)
Ms. Ana Gómcz Rodríguez , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , acting in her own name and behalf.
(6)
Mr. Luis Hilario Guerra Trueba , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , represented by Mr. Emilio Gutiérrez Gómez, by virtue of a special power of attorney granted in his favour.
(7)
Floema Biotec, S.L. , a Spanish limited liability company, with registered office in         , holder of Spanish tax identification number         , represented by Mr. Antonio de Leyva Tejada, of legal age, a Spanish nationality, holding taxpayer identification number         , in force, and domiciled for this purposes at         . He acts in the name and on behalf of the entity Floema Biotec, S.L. on virtue of a special power of attorney (proxy) granted on his favour.
(8)
Mr. Jorge Hernández Esteban , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , acting in his own name and behalf.
(9)
Mr. Yahia El-Amrani Bentahar , of legal age, with Spanish nationality, holding taxpayer identification number          and domiciled for this purpose at         , represented by Mr. Emilio Gutiérrez Gómez, by virtue of a special power of attorney granted in his favour.
(10)
DYADIC INTERNATIONAL (USA), INC , a US company incorporated and existing under the laws of Florida, USA, and duly registered with the Trade Registry of the State of Florida, USA with company

1


registration number 45-0486747, having its corporate domicile at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477, USA (" Dyadic "), represented by Mr. Antonio Cañadas Bouwen, of legal age, a Spanish national, with taxpayer identification number         , in force, and domiciled for this purposes         . He acts in his capacity of special attorney of Dyadic; and
(11)
INVEREADY INNVIERTE BIOTECH II, S.C.R. , S.A. , a Spanish company, with registered office in calle Cavallers, 50, 08034 Barcelona, holder of Spanish tax identification number          (" Inveready "), represented by Mr. Roger Piqué Pijuan, of legal age, a Spanish national, holding taxpayer identification number          in force, and domiciled for this purposes in         , 08034 Barcelona. He acts in his capacity of general attorney of Inveready.
Hereinafter the persons and companies identified in items (1) through (9) will be jointly referred to as the " Initial Shareholders ".
Hereinafter the persons and companies identified in items (1) through (11) will be jointly referred to as the " Shareholders ".
AND OF ANOTHER PART
(12)
Biotechnology Developments For Industry, S.L. , a Spanish limited liability company, with registered office in Avenida Francisco Valles, 8, 47151, Boecillo (Valladolid), holder of Spanish tax identification number B47729934 (" BDI Holding " or the " Company "), represented by Mr. Pablo Gutiérrez Gómez, of legal age, with Spanish nationality, holding taxpayer identification number         , in force, and domiciled for this purposes in Louis Proust 13, Boecillo. He acts in his capacity of Chief Executive Officer of BDI Holding.
Finally, the Shareholders and the Company shall be jointly referred to as the " Parties " and each one of them as a " Party ''.
In the capacity in which they act, the Parties reciprocally recognize each other to have the necessary and sufficient legal capacity and powers of representation to enter into this Shareholders Agreement (hereinafter this " Agreement” ) and for this purpose, they state the following
WHEREAS
I.
The Company is a Spanish limited liability company, with registered office at Avenida Francisco Vallés 8, 47151, Boecillo (Valladolid), incorporated by virtue of the public deed granted by the Public Notary from Madrid, Mr. Jorge Prades López., on 22 September 2014, under number 789 of his public records, registered in the Commercial Registry of Valladolid under volume 1477, sheet 91, page VA-27242, and with tax identification number         .
The By-Laws of the Company before entering into this Agreement are attached hereto as Schedule I .
II.
The Company is the sole shareholder of the entities listed in Schedule II and carries out its Business, directly and indirectly, through its Subsidiaries.
III.
On the Effective Date, an investment agreement was entered into by the Shareholders and the Company pursuant to which Dyadic and Inveready will invest an aggregate amount of €1,434,000 in the Company by means of a capital increase in the Company (" Capital Increase "), subject to the waiver or fulfillment of the closing conditions and covenants established in the Investment Agreement.

2


IV.
On the Effective Date, and pursuant to the terms of the Investment Agreement, Dyadic and Inveready entered into the share capital of the Company through a capital injection of EUR 1,434,000 with the unanimous approval of all the Initial Shareholders. After the mentioned capital increase, the Shareholders hold the entire share capital of the Company as set out in Schedule III .
V.
The Parties have decided to enter into this Shareholders Agreement in order to regulate (i) the relationships among the Shareholders, (ii) the relationships between the Shareholders and the Company, (iii) the system of governance and management of the Company and (iv) the transfers of shares in the Company and certain other commitments of the Shareholders related to the Company.
THE PARTIES agree as follows:
1
DEFINITIONS AND INTERPRETATION.
1.1
Definitions . In the Agreement the following terms shall have the meanings specified below:
" Accounting Principles " means the Spanish generally accepted accounting principles as laid down in the Spanish General Accounting Plan ("Plan General Contable").
" Affiliate " means any entity directly or indirectly controlled by, controlling, or under common control with, a party to this Agreement, but only for so long as such control shall continue. For purposes of this definition, "control" (including, with correlative meanings, "controlled by", "controlling" and "under common control with") means possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of art entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.
" Applicable Law " means, with respect to any Person, any law, regulation, rule, judgment, order, decree, award, Governmental Approval, grant, license, agreement, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, then in force and applicable to such Person or its subsidiaries or their respective assets.
" Auditors " means the auditor(s) of the Company as may be appointed from time to time by General Shareholders Meeting.
" Audited Financial Statements " means the audited balance sheet and profit and loss account of the Company (as well as further financial statements required by the Applicable Law for the annual accounts) for the financial period ended on and as at December 31, including the reports and notes annexed to them, prepared in accordance with the Accounting Principles and audited by the Auditors.
" BDI Holding " shall have the meaning set forth in Recital 12.
" BDI Group " means the Company and the Subsidiaries.
" BDI Pharmaceuticals " means Biotechnology Developments for Industry in Pharmaceuticals, S.L.U.
" Board Meeting '' shall have the meaning ascribed to it in Clause 4.

3


" Board of Directors " or " Board " means the Board of Directors of the Company as set forth in Clause 4.
" Board Reserved Matters " shall have the meaning set forth in Clause 4.12.
" Business " means the corporate activity or business ordinarily carried out by BDI Group consisting of [to be included].
" Business Day " means any day except Saturdays, Sundays or public holidays or days in which banks are not open in Madrid, Spain or Jupiter, Florida.
" Bylaws " means the bylaws of the Company, as amended according to the terms and conditions of this Agreement.
" Capital Increase " shall have the meaning set forth in Whereas III.
" Call Options " mean the call option agreements in the form attached as Schedule VI which have been entered into between some of the Existing Shareholders and raised into public deed on the Effective Date;
" CEO " shall have the meaning set forth in Clause 7.
" CEO Management Contract " means the separate agreement to be entered into by the Company, on the one hand, and the Chief Executive Officer (CEO) on the other hand, on the Effective Date and in the agreed form attached to this Agreement as Schedule IV .
" Chairman " shall have the meaning set forth in Clause 4.6.
" Company " shall have the meaning set forth in Recital 12.
" Competitor " shall mean any Person or entity (other than Dyadic or any of its Affiliates or any of Dyadic's directors or employees) who provides genetic modifications, and/or fermentation media and process development related to any fungal strains that have the taxonomy of either (i) Myceliopthora , (ii) Corynascus or (iii) Sporotrichium and/ or any strains derived, generated, adapted and or otherwise therefrom.
" Confidential Information " shall have the meaning set forth in Clause 21.
" Deed of Adherence " shall have the meaning set forth in Clause 14.3.
" Directors " shall have the meaning set forth in Clause 4.
" Disclosing Party " shall have the meaning set forth in Clause 21.
" Disinvestment " means the sale or disposal in any other manner by the Shareholders of all of their shareholding interest in the Company.
" Drag Along Right " shall have the meaning set forth in Clause 15.
" Dyadic " shall have the meaning set forth in Recital 10.

4


" Effective Date " means the date of this Agreement.
" Extraordinary Board Meetings " shall have the meaning set forth in Clause 4.7.
" Financial Year " means each financial year of the Company starting on January, 1st and ending on December, 31st of each year.
" Free Cash Flow " means, for a given Financial Year, the cash generated by the Company's operations and (subject to the provisions of applicable laws and this Agreement) available for distribution to Shareholders.
" General Shareholders' Meeting " means a shareholders' meeting of the Company.
" Governmental Authority " means any government or political subdivision thereof, including without limitation, any governmental department, commission, board, bureau, agency, regulatory authority, judicial or administrative body, having jurisdiction over the matter or matters in question.
" Initial Shareholders " shall have the meaning set forth in Recital 11.
" Inveready " shall have the meaning set forth in Recital 11.
" Investment Agreement " shall have the meaning set forth in Whereas III.
" Key Employees " mean Mr. Emilio Gutiérrez Gómez, Ms. Ana Gómez Rodríguez and Mr. Pablo Gutiérrez Gómez.
" Lock-In Period " shall have the meaning set forth in Clause 14.
" Minimum Commitment Term " shall have the meaning set forth in Clause 20.1.
" Notary " means the Spanish Notary designated by the Company to authorize the Capital Increase Deed and the Public Deed.
" Notice " shall have the meaning set forth in Cause 24.
" Offer " shall have the meaning set forth in Cause 16.
" Offered Shares " shall have the meaning set forth in Clause 16.
" Offer Notice " shall have the meaning set forth in Clause 16.
" Offerer " shall have the meaning set forth in Clause 16.
" Ordinary Board Meetings " shall have the meaning set forth in Clause 4.7.
" Party " or " Parties " shall have the meaning set forth in Recital 12.
" Person/s " means any individual, corporation, business trust, joint venture, association, company, limited liability entity, firm, partnership, or other entity or governmental body, including their heirs, successors and assignees.

5


" Public Deed " means the deed notarizing this Agreement to be executed by the Parties on the Effective Date.
" Receiving Party " shall have the meaning set forth in Clause 21.
" Sale " shall have the meaning set forth in Clause 15.1.
" Sale Request " shall have the meaning set forth in Clause 16.2.
" Secretary " shall have the meaning set forth in Clause 4.6.
" Shares " means the shares in which the share capital of the Company is divided after the Capital Increase.
" Shareholders " shall have the meaning set forth in Recital 11.
" Shareholders Reserved Matters " shall have the meaning set forth in Clause 5.6.
" Spanish Companies Acts " means the Spanish Companies Act 1/2010 dated July 2nd (“Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital") and includes any enactment passed after that Act which may, by reason of that or any other enactment, be cited together with that Act as "the Companies Acts".
" Spanish Law " means any law, regulation, rule, order and/or decree, then in force and applicable in Spain.
" Subsidiaries " shall have the meaning set forth in Whereas II.
" Tag Along Right " shall have the meaning set forth in Clause 16.
" Transfer " shall mean, with respect to any share or any interest in any share, a direct or indirect transfer or disposition in any form, including a promise to sell, option, sale, assignment, conveyance, pledge, mortgage, encumbrance, securitization, any purported severance or alienation of any beneficial interest (including the creation of any derivative or synthetic interest) or the act of so doing, as the context requires.
1.2
Interpretation :
In the Agreement, unless indicated otherwise:
(i)
Any reference to the Agreement must be deemed to be made to the Agreement and its Schedules.
(ii)
Any reference to "Clause" or "Schedule" must be deemed to be made to a Clause of, or Schedule to the Agreement.
(iii)
Schedules: The Schedules to this Agreement are incorporated into and form an integral part of this Agreement.
(iv)
Wherever the terms "includes", "included", "include" and "including" are used, they shall be deemed to be followed by the expression "without limitation".

6


(v)
Any reference to one gender includes the other, and words in the singular shall include the plural, and vice versa.
(vi)
If an obligation is qualified or formulated by reference to the use of "best endeavors", "best efforts" or another similar expression, it refers to the endeavors that a Person with the firm intention to achieve an outcome would use in similar circumstances to ensure the achievement of such outcome as soon as possible, taking into account, among other factors:
(a)
the price, financial interest and other terms of the obligation;
(b)
the degree of risk normally entailed by the achievement of the expected outcome;
(c)
the ability of an unrelated Person to exert an influence on the performance of the obligation; and
(d)
that in no event shall any Party having committed to use best efforts be obliged to perform any payment or furnish any sort of financial guarantee to a third party in the context of the achievement of the outcome to which such Party had committed to use its best efforts.
(vii)
Any reference to "days" shall be deemed to be made to "calendar days''. Any periods expressed in days shall start to be counted from the day immediately following that on which the counting starts. If the last day of a period is not a Business Day, the period in question shall be deemed to have been automatically extended until the first following Business Day. Periods expressed in months shall be counted from date to date unless in the last month of the period such date does not exist, in which case the period shall end on the first Business Day of the immediately following month.
(viii)
Any reference to "from", "as from", "as of" or "through" a given date shall be understood to include such date.
(ix)
The headings used in the Agreement are included for reference only and shall not form part of the Agreement for any other purpose or affect the interpretation of any of its clauses.
(x)
Terms appearing in Spanish shall have the meanings ascribed to them in Spanish legislation.
(xi)
References to "€" or "Euro" are references to the lawful currency from time to time of the Eurozone.
2
PURPOSE OF THE AGREEMENT.
2.1.
The purpose of this Agreement is to establish the terms of th collaboration between the Shareholders in order to regulate:
(a)
the governance and administration of the Company, and
(b)
the transfer of shares of the Company, for the purposes of providing with a stable shareholding structure and facilitating the management of the Company with the objective of maximizing value for the Shareholders; and

7


(c)
several other commitments of the Shareholders related to the Company.
2.2
In the event that any conflict or discrepancy arises between the Bylaws and this Agreement, the provisions of this Agreement shall prevail. Therefore, in the event that any of the provisions in this Agreement are not fully incorporated in Bylaws and an inconsistency arises, this Agreement shall prevail among the Shareholders and, upon request of any Shareholder, the Parties shall exercise all powers and rights available to them, in order to give effect to the provisions of this Agreement and to procure the amendment of the Bylaws to conform to this Agreement to the fullest possible extent,
3
BUSINESS OF THE COMP ANY
The Company and its Subsidiaries shall be primarily engaged in the Business and any future business as may be approved by the Shareholders from time to time in accordance with the terms of this Agreement.
4
BOARD OF DIRECTORS
4.1
The Company shall be governed by a Board of Directors which shall be subject to the provisions set forth in this Clause 4.
4.2
Powers and responsibilities of the Board : Except with respect to those matters expressly reserved to the General Shareholders Meeting by the Spanish Companies Acts, the Bylaws or this Agreement, the Board shall have the following duties:
(i)
to propose the annual business plan for conducting the Company's business for approval by a General Shareholders Meeting;
(ii)
to manage and instruct the CEO in relation with the management of all aspects of the Company's operations including but not limited to the organization of proper financial records;
(iii)
to close the Company's books at the end of each year, and prepare the list of inventory, the balance sheet, profit and loss statement, the statement of changes in the net equity, the cash flow statement (if any) and a report of the Company's operations as required by Spanish Companies Acts;
(iv)
to cause all reports and documents to be filed with the proper government agencies in Spain; and
(v)
any other duties as may be set forth in the Bylaws or as may be determined by the General Shareholders Meeting, to the extent required by the Spanish Companies Acts.
The day-to-day running and the overall direction and supervision of the Business shall be the responsibility of the Board of Directors, directly or indirectly through the CEO and any other managers, expressly acting under the principles, guidelines and instructions received from the Board and the principles set out in this Agreement.
4.3
Composition of the Board . The Company shall, unless subsequently agreed otherwise in writing by the General Shareholders Meeting pursuant to the majorities set forth in Clause 5.6, be governed by a Board composed of five (5) members (the " Directors ") that shall be appointed as follows:

8



(i)    Dyadic shall nominate two Directors for their appointment;
(ii)    Inveready shall nominate one Director for their appointment; and
(iii)    The Initial Shareholders (by simple majority) shall nominate two Directors for their appointment.
However, the Shareholders shall not be entitled to appoint as Director a Person who is already a (i) member of the board of any Competitor of BDI Group or (ii) a member of the management team of any Competitor of BDI Group, unless the prior approval of all the members of the Board is previously obtained in written.
4 . 4
With effect from the Effective Date:
(i)    The Dyadic Directors shall be: (a) Mr. Mark Aaron Emalfarb , of legal age, of United States of America nationality, divorced, with professional domicile at C/0 Dyadic International, USA, Inc. 140 Intracoastal Pointe Drive, Suite# 404, Jupiter, Florida 33477 USA and provided with passport of his nationality number          in force; and (b) Mr. Dr. Ronen Tchelet , of legal age, of Israeli nationality, married, with professional domicile at Tel Aviv University, Tel Aviv, Israel and provided with passport of his nationality number          in force;
(ii)    The Inveready Director shall be: Inveready Asset Management, S.G.E.I.C., S.A. , Spanish company, with registered office in          Barcelona, holder of Spanish tax identification number         , represented by Mr. Roger Piqué Pijuan , of legal age, a Spanish national, holding taxpayer identification number          in force, and domiciled for this purposes in         , 08034 Barcelona;
(iii)    The Initial Shareholders Directors shall be: (a) Mr. Pablo Gutiérrez Gómez , of legal age, of Spanish nationality, single, with professional domicile at         , Valladolid, and provided with Spanish Identification Number (D . N.L) n°          in force; and (b) Mr. Ricardo Arjona Antolin , of legal age, of Spanish nationality, married, with professional domicile at         , Valladolid and provided with Spanish Identification Number (D.N.I.) n°          in force.
4 . 5
Appointments and Removal of Directors . Th e Directors shall be appointed at a General Shareholders Meeting in accordance with the provisions of this Agreement. The Shareholders undertake to vote for the appointment or dismissal of the Directors nominated by the Shareholder who is entitled to make the corresponding appointment or dismissal, pursuant to Clause 4.3 above.
The Dire c tors shall be appointed at the General Shareholders Meeting for an indefinite period of time . Each Shareholder who has the right to designate a Director shall also have the right to remove (or cause to be removed) or replace at any time and for any reason (including death, resignation, inability to act or dismissal) such Director from its office and designate (or cause to be designated) an alternative Director in his/her place.
Ea c h Shareholder undertakes to the other S hareholders that it shall take all practicable steps, directly or indirectly, including the exercise of voting rights in the General Shareholders' Meeting, to effect th e appointments and removals of any Director designated by the entitled Shareholder .
4.6
Positions in the Board . The Board shall appoint a chairman (the " Chairman ") and a Secretary (the " Secretary ") to the Board as follow:

9


(i)    The p e rson holding the position of Chairman of the Board shall be proposed for appointment or dismissal by the Initial Shareholders, provided that the Initial Shareholders remain with the majority (more than 50%) of the sharehold e r s hip in the Company. In case th e Initial Shareholders have less than 50% shareholdership in the Company, the Board shall be entitled to appoint a new Chairman of the Board.
In addition to any specific responsibilities impos e d by Spanish Companies Acts, the Chairman shall:
(a)    convene General Shareholders Meetings;
(b)    convene ordinary and extraordinary meetings of the Board;
(c)    chair the meetings of the Board and the General Shareholders Meetings in accordance with the Spanish Companies Acts;
(d)    sign the minutes of the Board M e etings upon their approval in accordance with the Spanish Companies Acts; and
(e)    sign the minutes of the General Shareholders Meetings upon their approval in accordance with the Spanish Companies Acts.
The Chairman of the Board shall not have a casting vote within the Board.
(ii)    The Secretary may be a person who is not a Director of the Company, in which case such non-director Secretary will not be considered in determining the presence of the quorums required for a Board Meeting to be validly held and such non-director Secretary shall not have a right to vote in the said Board. The person holding the position of Secretary of the Board shall . be proposed for appointment or dismissal by Dyadic, however the latter shall consider all candidates submitted by the CFO.
In addition to any specific responsibilities imposed by the Spanish Companies Acts, the Secretary shall:
(a)    attend, as Secretary of these meetings, all meetings of the "Board and all General Shareholders Meetings and record all the proceedings of such meetings in a book of minutes to be in custody for such purposes;
(b)    sign the minutes of the Board Meetings upon their approval in accordance with the Spanish Companies Acts;
(c)    sign the minutes of the General Shareholders Meetings upon their approval in accordance with the Spanish Companies Acts; and
(d)    perform such other duties and have such other powers as the Board may from time to time determine according to the Spanish Companies Act.
(iii)    The offices of Chairman and Secretary to the Board shall be initially held by Mr. Ricardo Arjona Antolin and Mr. Borja Diaz-Guerra Heredero , respectively.

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4.7
Meetings of the Board . Each of the Shareholders shall cause each of its designated Directors to adopt and comply with the following rules in relation to the meetings of the Board:
(i)
The Board will meet at least 4 times per Financial Year and at least once every calendar quarter (" Ordinary Board Meetings '') and whenever called by the Chairman, at the Chairman's own initiative or upon petition of any Director (" Extraordinary Board Meetings ") indicating the items on the agenda to be discussed. In the latter case, the Extraordinary Board Meeting shall be held within the next twenty (20) days following the date of request of the said Director.
(ii)
The Board will be called by written notice not less than 15 days in advance of the meeting date, which notice shall be served on all the Directors at th e address notified from time to time by each Director to the Chairman and Secretary.
(iii)
The summons shall be effected (a) by any means as may be required by the Spanish Companies Acts and (b) by means of a notice sent by letter, fax, e-mail or any other written or electronic means with c onfirmation of receipt at the address designated by su c h Director for su c h purposes. The notice shall state: (a) date, place and hour of the meeting, (b) the agenda to be discussed together with the relevant supporting materials for discussion at such meeting in English language, (c) the name of the person or persons who have summoned the meeting, as well as (d) confirmation of date, place and hour of a rescheduled Board Meeting in accordance with Clause 4.10.
(iv)
Any Director attending a meeting shall have the right to propose additional topics for discussion at any meeting which were not originally includ e d in the agenda for that meeting and no unanimity or majority shall be required for the inclusion of any such additional topics.
(v)
All Board meetings shall be conducted in English.
4.8
Universal Board Meetings . In the case of a "Universal Board Meeting" (i.e. a meeting where all the Directors are present or represented by proxy and unanimously agree to hold a Board Meeting), none of the formalities and requirements related to the prior notice set forth in Clause 4.7 shall apply.
A resolution in writing ("por escrito y sin sesión") signed by all the Directors of the Board shall be as valid and binding as if it had been passed at a duly convened meeting of the Board, provided that all Directors are notified in advance of the resolutions being adopted in such manner and do not oppose such system.. These resolutions shall also be recorded in minutes.
4.9
Venue . The meetings may be conducted physically at the registered office of the Company or such other place as the Board may from time to time determine within the territory of Spain or by electronic means (videoconference or conference call).
4.10
Attendance and Quorum . A Director may attend in person or by proxy. Such proxy may be granted to another Director, a copy of which shall be delivered to the Chairman and the Secretary of the Board at the commencement of th e meeting.
Directors may participate in and vot e at Board Meetings by means of a conference telephone or video conference or any communication equipment , provided that all Directors have the requir e d te c hnical equipment and all persons participating in the meeting can identify each other, which shall be expressly noted in the minutes of the relevant meeting and the certificate of such minutes.

11


In such case, the meeting of the Board shall be deemed a single meeting held in the registered office of the Company. Any Director so participating in a meeting shall be deemed to be present in person and shall count for quorum purposes.
For such purposes, the Shareholders undertake to hold a General Shareholders Meeting with the purposes to amend the Bylaws setting forth the following provision (in Spanish):
"Board Directors' meetings could be held simultaneously in several halls as long as it is guaranteed by audio-visual or telephonic methods, the interactivity and intercommunication between them, so they are held in real time and therefore, in a sole act . In this case it will be stated in the call the connexion system and if necessary, the places where the technical methods are available in order to assist and participate in the meeting".
The Persons invited to attend a meeting of the Board of Directors shall be subject to the confidentiality provisions applicable to directors under the Spanish Companies Law and, furthermore, to the confidentiality provisions of this Agreement.
Each Shareholder acknowledges and agrees that the Board shall only be deemed to be validly constituted and entitled to pass any resolutions, if at least 4 Directors are present (whether in person or by proxy), and each Shareholder hereby covenants to the other Shareholders to ensure that the Directors nominated by it pursuant to Clause 4.3 abstain from participating in Board Meetings and from voting any resolutions if the Board is not validly constituted in accordance with this Clause.
If within one hour of the time appointed for holding a Board Meeting, a quorum as specified above is not present, the meeting shall be adjourned for 14 days and reconvened at the same time of day and place and if at such rescheduled meeting a quorum as per the above is not present within 30 minutes of the time appointed for the meeting, a valid quorum shall be deemed constituted if at least 3 Directors are present. However no resolution shall be passed at such meeting on any matter other than the matters specifically set forth in the notice to the Directors, and no additional matter shall be taken up at such adjourned meeting.
4.11
Ordinary Vote Requirements . Unless this Agreement, the Bylaws or Spanish Companies Acts require a greater majority, resolutions not addressing Board Reserved Matters will be passed by a simple majority of the attending Directors, provided that quorum requirements set forth in Clause 4.10 are met.
4.12
Board Reserved Matters . Unless this Agreement expressly states differently, any decision by the Board of Directors (i) shall be reserved to the competence of the Board as a collective body, (ii) shall not be delegated to any one or more Board members or executive committees or managing directors and it shall be approved by the majority of the Board members.
However, in addition to the requirements indi c ated in the previous paragraph, the Board of Directors shall not take, and shall cause the Company not to take, any of the following resolutions that are qualified as Board reserved matters (the " Board Reserved Matters ") and, therefor e , can only be adopted by the affirmative vote of four (4) Directors:
(i)    change in the registered office location;
(ii)    any specific capital expenditure (whether through acquisition or lease) which would result in obligations for the Company, individually or in aggregate, regarding such specific capital

12


expenditure of more than 250,000 Euros per transaction, or 500,000 Euros cumulatively over a period of 1 year;
(iii)    sale or transfer to a third Person of any individual asset of the Company with a market value, at the time of its sale or transfer, exceeding 300,000 Euros;
(iv)    appointment, dismissal, determination of the remuneration and benefits or any other action in relation with the CEO and/or of the Key Employ e es within any of the companies of the BDI Group;
(v)    any negotiation and subscription of loans or credit facilities for a value of more than 500,000 Euros;
(vi)    transfer or disposal, by any means, directly or indirectly, of any share in the corporate c apital of any of the Subsidiaries or of any interest in them , unless said transfers or disposals are due to a restructuring process of th e BDI Group related to tax efficient intra - group schemes; and
(vii)    exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries in respect of Shareholders Reserved Matt e rs or 'Board Reserved Matters,
However, in addition to the requirements indicated in the Board Reserved Matters, the Board of Directors shall not take, and shall cause the Company not to take, any of the resolutions indicated in section 4.12 . (iii) with the affirmative vote of the Directors appointed by Dyadic and Inveready.
The Board R e served Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter will be first resolved by the Board of Directors of the Company pursuant to this and the Company will then, acting as shareholder of BDI Pharmaceuticals, act in accordance with the resolution adopted at the Board of Directors of the Company.
4.13
Other Meetings of the Directors . In addition to the Ordinary or Extraordinary Board Meetings, the Directors of the Board may hold more frequent informal meetings to monitor and support the operation of the Business and to direct the management of the Company. Such informal meetings of the Directors shall not be qualified as Board Meetings as provided for under the Spanish Companies Acts and, therefore, during these meetings, no corporate resolutions shall be passed by the Directors. The terms and conditions set forth in this Agreement for the calling of Board Meetings shall apply mutatis muiandi to those other meetings.
4.14
Directors' compensation . The Directors will receive no compensation for their position as members of the Board, unless otherwise agreed at a General Shareholders Meeting. Consequently, the Shareholder who appointed the corresponding Director shall bear the corresponding Director's costs and expenses incurred in attending Board Meetings.
4.15
Disclosure of Information . Each Director shall be entitled to disclose any information relating to the Company and its affairs and financial position to the Shareholder who appointed such Director.
4.16
Conduct of Directors . Each Shareholder covenants that, unless so requested by the Shareholder nominating a Director, it will not carry out or cause to be carried out any act whereby such Director will be removed from office, other than for reasons of fraud, wilful misconduct or gross negligence.

13


For the avoidance of doubt, each Shareholder may appoint and remove their Directors at their own discretion.
Each Shareholder shall, so far as such Shareholder is lawfully able, ensure that Directors nominated by such Shareholder:
(i)    is not wilfully or unreasonably fail to attend a Board meeting in order to prevent any resolution to be adopted; and
(ii)    carry out such Director's duties in accordance with the principles, terms, conditions and obligations set out in this Agreement, the Bylaws and the Spanish Companies Acts.
4.17
Governing body of BDI Pharmaceuticals : BDI Pharmaceuticals shall be administered by a Board of Directors, the composition and functioning of which shall be equivalent to that of the Board of Directors pursuant to Cause 4. The provisions of this Clause 4 shall also apply "mutatis muiandi" to BDI Pharmaceuticals and, thus, any decision in respect of any matter which may constitute a Board Reserved Matter must be agreed and passed in accordance with the provisions set out in this Clause.
5    GENERAL SHAREHOLDERS' MEETING
5.1
The General Shareholders' Meeting of the Company will be held at least once a year within the 6 months after the end of each Financial Year for the purposes: (i) of d i s c ussing and approving the annual accounts, (ii) application of the year results, (iii) approval of the composition of the Board, as well as (iv) resolving any other matters that may be compulsory under the Spanish Companies Acts or otherwise validly resolved in the General Shareholders Meeting.
The Shareholders may attend general shareholders meetings of the Company (i) in person; (ii) by videoconferen c e or by telephone, provided that the persons taking part in the meeting can h e ar each other and each attendee recognizes the identity of the other attendees; (iii) or represented by another person, even if such person is not a Shareholder, provided that su c h person is duly empowered by the Shareholder through a duly granted proxy. The attorney must present evidence satisfactory to the Chairman, assi s ted by the Secretary, of his/her authority to act for and on behalf of the relevant Shareholder.
5.2    Summon of the General Shareholders' Meetings:
(i)    A General Shareholders' Meeting may be summoned by the Chairman of the Board at the Chairman's own initiative or pursuant to the written request of Shareholders representing at least 5% of the Company's share capital, indicating the items on the agenda to be discussed. In the latter case, the General Shareholders' M e eting shall be held within 45 days following the date of request of such S hareholders.
(ii)    The summons shall be effected (a) by any means as may be required by the Spanish Companies Acts and (b) by m e ans of a notice sent by letter, fax, e mail or any other written or electroni c m e ans that may ensure the reception of the notice by all Shareholders at the address designated by such shareholder for this purpose. The notice shall state: (a) date, (b) place and (c) hour of the meeting, (d) the agenda to be discussed together with the relevant supporting materials, (e) the name of the person or persons who have summoned the General Shareholders' Meeting, as

14


well as (f) confirmation of date, place and hour of a rescheduled General Shareholders' Meeting in accordanc e with Clause 5 . 4.
(iii)    A notice summoning a General Shareholders ' Meeting must be delivered to the Shareholders at least 30 days b e fore the date of such meeting (unless a longer term is compulsory under Spanish Companies Acts).
(iv)    In the case of a "Universal Shareholders' Meeting" (i.e . a meeting where all the shareholders are present or represented by proxy and unanimously resolv e to hold a General Shareholders Meeting), none of the formalities and requirements set out in this Clause 5.2 shall apply .
5.3
Venue of the General Shareholders' Meetings : The General Shareholders' Meeting shall take place at the Company's registered office or elsewhere as the Chairman may reasonably determine within the territory of Spain.
5.4    The following rules apply to the quorum of the General Shareholders' Meetings:
(i)
No business shall be discussed at any General Shareholders’ Meeting unless a sufficient quorum is present.
(ii)
Each Shareholder acknowledges and agrees that the Shareholders ' Meetings shall be deemed to be validly constituted if at least 82% of the share capital of the Company is present or duly represented (unless a higher quorum is compulsory under Spanish Companies Acts).
(iii)
A Shareholder may be represented in a Shareholders' Meeting by its legal representative, including any director, officer or by written proxy.
(iv)
If within one hour of the time appointed for holding a Shareholders' Meeting, a quorum as specified above is not present, the meeting shall be adjourned for 14 days and reconvened at the same time of day and place. If at such rescheduled meeting a quorum is not present within 30 minutes after the time appointed for the meeting, the Shareholders present shall constitute a valid quorum without the requirement set forth in Clause 5.4(ii) above.
5.5
Adoption of Resolutions : Ordinary Vote Requirements . Each Share shall entitle the right to cast one (1) vote at the General Shareholders' Meeting.
Unless this Agreement, the Bylaws and/ or the Spanish Companies Acts require a greater majority, resolutions not addressing any of the Shareholders Reserved Matters (as defined in Clause 7.6) shall be passed by affirmative vote of Shareholders representing a simple majority of the share capital of the Company, that is, over 50% of the share capital.
5.6
Adoption of Resolutions : Shareholders Reserved Matters . Notwithstanding the above, the following matters shall only be adopted with the favorable vote of Shareholders representing 82% per cent of the share capital of the Company and shall be deemed as reserved matters (the "Shareholders Reserved Matters”):
(i)    Increase or reduction of the share capital of the Company; merger, dissolution, liquidation or the global assignment of assets and liabilities (unless a mandatory rule requires these transactions); the abolition of the preferential assumption or subscription rights and the exclusion of shareholders;

15


(ii)    Change in the registered office location;
(iii)    Creation or modification of special classes of shares or quotes with or without preferential rights;
(iv)    Amendment of the structure of the Board of the Company and th e remuneration of the Directors, except when made in accordance with this Agreement;
(v)    Establishment or change of the dividend policy of the Company and declaration of dividend other than in. accordance with Clause 9 hereof and any other distribution, payment or disbursement of any kind or nature to the Shareholders (as shareholders) which is not applied in similar terms (pari passu) to all of them;
(vi)    Authorization of a Disinvestment other than in accordanc e with th e transfer of shares provisions in this Agreement; and
(vii)    Granting any power of attorney or authorization or similar authority to any person or entity to carry out, any action which is a Shareholders Reserved Matters.
5 . 7
General Shareholders' Meeting of BDI Pharmaceuticals . The Company shall exercise its voting rights in any Subsidiaries in a manner consistent with the purpose of this Agreement and the governance principles and rules for adopting resolutions set forth herein. In this sense, the provisions of this Clause shall also apply "mutatis mutundi" to BDI Pharmaceuticals and thus, any decision in respect of any matter whi c h may constitute a Shareholders Reserved Matter in BDI Pharmaceuticals shall be previously approved by the Board of Directors of the Company with the affirmative vote of at least four (4) Directors, as provided in Clause 4.12.
6    CONFLICT OF INTEREST
6.1
In the event that a resolution must be adopted on an agreement that has been or is to be signed between the Company or BDI Pharmaceuticals or VLP and (i) any Shareholder or a Director, (ii) a related person (as per the definition of "related person" in article 231 of the Spanish Companies Law) or a company from. the relevant Shareholder or Director's group (as per the definition of "group" in article 42 of the Commercial Code), the Shareholder or Director (as the case may be) in question shall not have voting rights on any resolution that is taken by the General Shareholders Meeting or the Board of Directors on such matter.
7    MANAGING DIRECTOR ("CEO").
7.1
The CEO will have general responsibility for the management of the Company in compliance with Spanish Companies Acts and the powers granted to the CEO by the Board of Director of the Company.
7.2
The CEO will carry out his duties in accordance with (i) this Agreement, (ii) the overall directions from the Company's Board and Shareholders' Meeting, as the case may be, (iii) his management contract with the Company (iv) the Bylaws and (v) the powers granted to the CEO by the Company for such purposes.
7.3
The CEO shall be empowered to undertake any management actions or decisions which are not considered as Shareholders Reserved Matters and/ or Board Reserved Matters, as per this Agreement or are not delegable according to Spanish Companies Acts.

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7.4
The Parties agree that Mr. Pablo Gutiérrez Gómez will initially be appointed at the Effective Date as the CEO of the Company. The terms and conditions, including remuneration of the CEO, will be those included in the management contract attached in Schedule IV to this Agreement (the "CEO Management Contract") .
8    INFORMATION RIGHTS.
8.1
Each Shareholder shall have ful1 access to the books and records of the Company and of the companies of BDI Group. The Company shall permit in reasonable terms access to the Companies' premises and to internal and external personnel (i.e. consulting firms, auditors, etc.) representing such Shareholder upon prior request with time enough in advance (which must include a list of the information required to be reviewed) to allow the Company to prepare any required report or their respective financial statements, all in accordance with customary practices in the industry.
9    DIVIDEND POLICY
9.1
To the extent permitted by the Spanish Companies Acts, and unless otherwise agreed by the Shareholders as a Shareholders Reserved Matter pursuant to Clause 5.6, the Parties agree that until Financial Year 2020 no dividend shall be distributed by the Shareholders in BDI Holding, and for the Financial Year 2020 onwards, the Parties agree that the Company will distribute and declare an annual dividend equivalent to at least 50% of the net profits of the Company, provided that (i) the Company shall not declare, pay or make any dividend or other distribution in excess of 80% of the Company's Free Cash-Flow in any Financial Year, and (ii) there is sufficient c ash available in the Company to proceed with such distribution. To th e extent permitted by law, th e Shareholders expressly undertake n o t to invoke the application of Article 3 48 bis of the Spanish Companies Act in o r der to comply with this provision .
10    ACCOUNTING AND FINANCIAL REPORTING
10.1
The fiscal year of the Company shall be January 1st to December 31st each year ("Financial Year") and all the books and record of the Company shall be closed at the end of each interim calendar quarter of March 31st, June 30th and September 30th and at the year - end at December 31st every year.
10.2
The Parties hereby undertake to appoint an Auditor that will be in ch ar ge of auditing the annual financial statements and footnotes of the Company each Financial Year. The General Shareholders Meeting shall appoint the Auditor of the Company even if, according to the Spanish Companies Acts, the appointment of auditors is not mandatory.
10.3
The Parties shall ensure that the quarterly Interim Financial Statements and the Audited Annual Financial Statements will be prepared by the Company and provided to the Board of Directors and Investors within 30 days after each interim quarter and 45 days after each year - end. The Audit Committee of the BDI Holding's Board of Directors will approve the quarterly interim Financial Statements and the Audited Financial Statements, within the timeframes above.
10.4
The Parties shall ensure that the accounting records of the Company shall be prepared in accordance with Spanish generally acceptable Accounting Principles. The books and records and Financial Statements of the Company shall be kept in Euros.

17


10.5
The Company will assist Investors by providing financial information and documentation necessary to comply with US financial reporting disclosures, including but not limited to Variable Interest Entity ("VIE") in a timely manner.
10.6
All records and supporting documents, including but not limited to accounting books and records, invoices, cash books, inventory records, bank accounts and receipts shall be kept at the head office of the Company for the term required by the Applicable Law.
11    REPRESENTATIONS AND WARRANTIES
11.1
As of the Effective Date each of Dyadic, Inveready, Creux Analisis Estrategicos, S.L. and Floema Biotec, S.L. represent and warrant to the other Parties that:
(a)
It is a duly organized corporation existing in good standing under the Applicable Law of the jurisdiction indicated in the preamble hereof;
(b)
It has the corporate power, legal capacity and authority to enter :into and perform the obligations contemplated herein, and to execute any other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the completion of the transactions contemplated by this Agreement. This Agreement and any other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the completion of the transactions contemplated by this Agreement, when executed, will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms;
(c)
The execution and performance of this Agreement do not contravene or conflict with any provisions of their Applicable Law or of its bylaws or of any instruments or contracts binding it;
(d)
The execution and performance of this Agreement have been validly authorized by all necessary corporate action and that this Agreement is valid, binding and enforceable against such Party;
(e)
It is not aware of any matter or fact likely to prohibit or restrain its ability to enter into or perform obligations under this Agreement or any other agreement, document, instrument or certificate contemplated by this Agreement or complete the transactions contemplated hereunder and thereunder; and
(f)
It is not subject to bankruptcy, insolvency or similar proceedings.
11.2
As of the Effective Date, each of the remaining Shareholders not identified in clause 10.1 above, represents and warrants to the other Parties that:
(a)
It has the power, legal capacity and authority to enter into and perform the obligations contemplated herein, and to execute any other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with. the completion of the transactions contemplated by this Agreement This Agreement and any other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the completion of the transactions contemplated by this Agreement, when

18


executed, will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms;
(b)
The execution and performance of this Agreement do not contravene or conflict with any provisions of laws or of any instruments or contracts binding on it;
(c)
This Agreement is valid, binding and enforceable against such Party; and
(d)
He/She is not aware of any matter or fact likely to prohibit or restrain its ability to enter into or perform obligations under this Agreement or any other agreement, document, instrument or certificate contemplated by this Agreement or complete the transactions contemplated hereunder and thereunder.
11.3
Each of the Shareholders acknowledges that the other Shareholders in entering into this Agreement have relied on the warranties mentioned in this Section, and vice versa.
12    OBLIGATIONS OF EACH PARTY.
12.1    Each Party shall undertake:
(a)
To perform and observe any terms, conditions and provisions as provided in this Agreement;
(b)
To take all necessary steps to give full effect to the provisions of this Agreement, including, without limitation, by way of executing all such documents and doing all such acts and things as may reasonably be required to give effect to the provisions of this Agreement;
(c)
To cause any person representing that Party at a General Shareholders Meeting and each Director nominated by such Party to act in accordance with and give effect to the provisions of this Agreement; and
(d)
To ensure that the Company will act and comply with the terms and conditions of this Agreement throughout the term of this Agreement, as well as any resolution adopted by the Board of Directors and/ or the General Shareholders Meeting.
13
PRE-EMPTIVE RIGHTS FOR CAPITAL INCREASE.
13.1
Each Shareholder shall have the right to subscribe for all or any part of its pro rata share of newly issued shares that the Company may, from time to time, propose to sell or issue in accordance with the Bylaws and Spanish Companies Acts.
14    LOCK-IN PERIOD AND FUTURE TRANSFERS OF SHARE S
14.1    General Terms
The Parties may only transfer their Shares in compliance with the terms of Clauses 14, 15 and 16 herein.
14.2    Lock-in

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Except as otherwise provided in this Agreement, the Initial Shareholders shall not be entitled to make any Transfer of any of its Shares in whole or in part until a year after (i) the Investors hold less than 10% of the total Shares of the Company, (ii) the Investors have transferred all their shares in the Company or (iii) 5 years, whichever happens first Additionally, the Parties agree that no Investors shall be entitled to make any Transfer of any of in. Shares in whole or in part at any time prior to 30 June 2019 (the " Lock-In Period ").
14.3    After the Lock-In Period:
(a)
None of the Shareholders shall make any Transfer of any of its Shares in whole or in part to any person who is not a party to this Agreement without first obtaining from the transferee the execution of a Deed of Adherence substantially in the form attached hereto as Schedule V and as long as such Shareholder has duly complied with the provisions for the transfer of Shares included in the Bylaws;
(b)
None of the Shareholders shall be entitled to transfer or offer to transfer such Shareholder's Shares to any Person to which any of the following standards is applicable:
(i)
Such Person is, directly or indirectly, a Competitor of the Company, including a Person who is a partner, shareholder member, employee, agent, trustee or consultant to a Competitor; provided however that if such Person owns solely for investment less than 5 % of any class of securities of any Competitor traded on any [national] securities exchange, then such Person shall not be barred under this Clause as an indirect Competitor.
(ii)
Such Person or any of its Affiliates is declared by the relevant courts to be engaged in criminal activities or is declared to be Controlled by Person(s) engaged in criminal activities, and vice versa; or
(iii)
Such Person or any of its Affiliates is considered in the relevant business community to be disreputable, unethical, or dishonest.
14.4
The Deed of Adherence shall be in favour of the Company and the Parties to this Agreement and shall be delivered to the Company at its registered office.
14.5
As an exception to the provisions included in Clauses 14.2 and 14.3 above, any Shareholder shall be entitled to freely transfer its Shares, in whole or in part, at any time without applying any pre-emptive right of the other Shareholders, as long as the Transfer is :
(i)
a mortis causa transf e r to the inheritor or legatee of any of the Shareholders that are individuals; or
(ii)
a Transfer to an Affiliate, director or employee of a Shareholder, as long as:
(i)
the relevant Affiliate shall execute a Deed of Adherence to this Agreement, substantially in the form attached hereto as Schedule V, simultaneous with such Transfer before a Spanish public notary, which costs shall be borne by the said relevant Affiliate;

20


(ii)
such Affiliate: (w) is not insolvent or unable to pay its debts within the meaning of the Spanish Insolvency Act (Lei; 22/2003, de 9 de Julio, Concursal) (or under the insolvency laws of any applicable jurisdiction or has stopped paying debts as the fall due); (x) no order has been made, petition presented or resolution passed for its insolvency declaration; (y) no insolvency administrator (or similar agent or receiver under the insolvency laws of any applicable jurisdiction) has been appointed by an offi c ial rec e iver in respect of the said Affiliate or all or any of its assets and no steps hav e been taken to initiate any such appointment and no individual voluntary arrangement has been proposed; nor ( z ) has become subje c t to any analogous proceedings (including any liquidation process), appointments or arrangements under the laws of any applicable jurisdiction;
(iii)
a Transfer derived from the ex e r c ise of any of the Call Options . In such cases, the transferee of such Shares shall have agreed, in a signed writing, to be bound by the terms and conditions of this Agreement in relation with such Shares acquired .
14.6
Any Transfer by the Parties in contravention of this Agreement shall be null and void ab initio and shall not bind or be re c ognized by the Company.
15    DRAG-ALONG RIGHT.
15.1
If the General Shareholders Meeting resolves to proceed with a Disinvestment (considered as a Shareholder Reserved Matt e r) by way of s e lling to a third Person all the Shares of the Company (the "Sale") , then the Shareholders that vote favorably for such Disinvestment shall have the right (th e "Drag-Along Right") to force the other Shareholders to sell to such third Person all the Shares owned by any of them, all in accordance with the following provisions and as long as the price to be paid by the third Person for all the Shares of the Company is equal or higher than the greater of the following amounts: (i) 15,000,000 Euros (under a cash free/ debt free basis); or (ii) 10 times the consolidated sales of BDI Group in the last Financial Year (under a cash free/ debt free basis).
15.2
In order that the Shareholders through the General Shareholders Meeting may resolve to initiate a Disinvestment, a General Shareholders Meeting must be called as set forth in this Agreement and the notice for such meeting shall additionally set forth (i) the identity of the third Person acquiring the Shares and (ii) all other material terms and conditions of the Sale (particularly those related to the date of the Sale, the price, the terms of payment of the price, the representations and warranties and the related indemnity obligations).
15.3
Upon resolution by General Shareholders Meeting to proceed with the Disinvestment, at request of any of the Shareholders, all the other Shareholders shall be obliged to sell all of their Shares in the Company to the third Person in the same date and at the price per Share and at the same terms and conditions included in the notice mentioned above.
15.4
In case of a Disinvestment, the Transfer of all the Shares shall not be subject to the application of the pre-emptive right (" derecho de adquisición preferente") included in the Company's Bylaws in favour of any Shareholders.
15.5
The Parties agree to include in the Bylaws, as an accessory obligation ("prestación accesoria”) to any holder of Shares of the Company, the obligation to comply with the provisions of Clause 15 in respect of this Drag Along Right.

21


16
TAG-ALONG RIGHT.
16.1
Without prejudice to the pre-emption right over any Transfer of Shares as established in the Bylaws and in case that neither any Shareholder nor the Company exercise such right, if any of the Shareholders decides to Transfer any of its Shares then such Shareholder shall obtain from a good faith third Person (the " Offeror ' ') a written offer (the " Offer ") to purchase any such Shares from such Shareholder (the " Offered Shares "), which Offer shall include the purchase of Shares held by each of the other Shareholders pro rata to their respective shareholding interests over the total share capital of the Company. In this sense, such Shareholder shall send an offer notice (the " Offer Notice ") to the other Shareholders, which shall set forth the identity of the Offeror and all other material terms and conditions of the Offer (particularly those related to the price, the terms of payment of the price, the representations and warranties and the related indemnity obligations).
16.2
The other Shareholders shall have fifteen (15) Business Days from the dale of the delivery of the Offer Notice by the transferring Shareholder to send a written notice to such Shareholder exercising its Tag Along Right and indicating its election to include its Shares in the sale proposed by the transferring Shareholder on the same terms and conditions (the " Sale Request ").
16.3
Within 90 days from the receipt of the Sale Request, th.e transferring Shareholder shall be able to sell its Shares to the Offeror at a purchase price, and subject to terms and conditions, no more favorable to the Offerer than those that were set forth in the Offer Notice, in which case the Shareholders that may have exercised the Offer shall have the obligation to join such sale and sell to the Offerer such exercising Shareholder's Shares pro rata to the percentage that the Shares that the transferring Shareholder transfers represent over the total Shares held by such Shareholder, at the same purchase price per Share and, subject to the same terms and conditions as those actually applicable to the sale of Shares by transferring Shareholder to the Offeror, including the terms of payment of the price, the representations and warranties and the related indemnity obligations (if any) in favor of the third Person, which shall be provided and assumed by the Shareholders pro rata to the Shares sold by each of them over the total number of Shares sold by the Shareholders and with no joint and several liability.
16.4
If none of the Shareholders elect to exercise their Tag-Along Right, the transferring Shareholder may, within 90 days from the delivery of the Offer Notice, sell such Offered Shares to the Offeror at a purchase price, and on terms and conditions, no more favorable to the transferring Shareholder than those that were set forth in the Offer Notice. Upon the consummation of the sale to the Offerer, the transferring Shareholder shall promptly notify the remaining Shareholders as to the circumstances thereof, including the date of the sale, the identity of the purchaser, the Shares sold and the price and other key terms and conditions of such sale.
16.5
If the Transfer by the transferring Shareholder is not consummated within 90 days after the dale on which the transferring Shareholder receives the Sale Request pursuant to the previous paragraphs of this Clause, or absent such Sale Request within 90 days after the date of expiration of the term for delivery of the Sale Request, then the transferring Shareholder shall not be permitted to sell or Transfer the Offered Shares without again complying with the requir e ments of this Clause.
16.6
The Board of Directors may, at its absolute discretion, refuse to register any share transfer, without giving any reason thereof, if the process of such transfer is not carried out in accordance with the provisions of this Agreement or the Bylaws. In the case that the Board of Directors refuses to register any share transfer, it shall give written notice notifying the transferor and the transferee of such refusal within 24 hours from the date of the Company's receipt of request for the registration of such share transfer.

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17    NATURE OF THIS AGREEMENT AND BYLAWS.
17.1
On the Effective Date, a General Shareholders' Meeting of the Company shall be held and all the Parties shall unanimously approve, amongst other resolutions, the amendments to the Company's Bylaws required to reflect the provisions of this Agreement. After the Effective Date, the Bylaws of the Company shall be interpreted at all times in accordance with the provisions of this Agreement The bylaws of the Company and BDI Pharmaceuticals shall be interpreted at all times in accordance with the provisions of this Agreement.
17.2
Notwithstanding the above, it is acknowledged that certain articles of the Bylaws as amended to adapt to the provisions of the Agreement may not be admissible for registration with the Commercial Registry. As stated in Clause 2.2, the Parties agree that the provisions of this Agreement shall prevail between the Parties, and between the Shareholders and the Company (to the extent legally permitted), as a shareholders' agreement, including, particularly, where a relevant article of the Bylaws differs from the terms of this Agreement. If this Agreement is subsequently amended in whole or in part in any manner that shall affect the Bylaws, the Parties shall promptly proceed to adopt any resolutions that may be necessary to amend the Bylaws and have them filed with the Commercial Registry so that they reflect the provisions of this Agreement at all times, to the extent legally possible.
18    TERM
This Agreement shall become effective upon the Effective Date and continue to be in full force and effect unless terminated in accordance with the provisions of Clause 19.
19    TERMINATION
19.1
This Agreement shall be automatically terminated in any of the following events and the Parties shall not be liable for such termination for whatsoever reason:
(a)
when a Shareholder ceases to hold any Shares through the Transfer of Shares in accordance with the terms of this Agreement, this Agreement shall terminate in respect of such Shareholder;
(b)
when all of the Parties agree in writing to terminate this Agreement;
(c)
upon the dissolution and winding-up of the Company under the Spanish Companies Acts .
19.2
In the event of the breach of the Agreement by any of the Parties ("Party in Breach"), one or several of the other Parties shall provide written notice of such breach to the Party in Breach. If the Party in Breach does not remedy the breach within a period of thirty (30) days after the date of the notice, the other Party or Parties may terminate the Agreement with the termination effect pursuant to the terms set forth in Clause 19.3 hereunder.
19.3
Effect of termination.
(a)
Termination of this Agreement shall be without prejudice to any right or obligation of either Party accrued before termination of the Agreen1ent.
(b)
Clauses 1 (Definitions), 19.3 (Effect of termination), 20 (N o n Competition and Non-Solicitation), 21 (Confidentiality), 22 (Indemnity), 23 (Notices), 25 (General) and 26

23


(Governing Law and Jurisdiction) shall remain in full force after the termination of this Agreement .
20
MINIMUM COMMITMENT TERM FOR THE KEY EMPLOYEES. NON COMPETE, NON-SOLICITATION AND EXCLUSIVITY.
20 . 1
Minimum commitment term (the "Minimum Commitment Term") of the Key Employees. Each of the Key Employees undertake to work and/ or provide his/her services in the sole benefit of the Company or the companies of the BDI Group (as applicable) as set forth in their corresponding employment or services agreements from the Effective Date and until the earlier of th e following dates with a minimum of three years (the "Initial Term"):
(i)
12 months additional to the date when Inveready' s Shares in the BDI Group are less than 10%; or
(ii)
12 months additional to the date after when Inveready have transferred all its Shares; or
(iii)
Four and a half years from the execution of this Agreement.
The Parties further agree that:
(i)
If in breach of the provisions included in Clause 20.1. before, any of the Key Employees terminates his/ her agreement by virtue of which he/ she works and/ or provides his/her services to any of the companies of the BDI Group, he/ she shall indemnify the Company with Shares hold by such Key Employee in accordance with the following:
(a)
With the totality of the Shares hold by such Key Employee if the termination by the Key Employee takes place within the first three (3) years from the Effective Date. The transfer of the Shares to the Company shall be made with a payment of €1 by the Company..
(b)
If the termination by the Key Employee takes place after the end of the third year from the Effective Date, with an amount of Shares proportional to the moment when the Key Employee terminates his/her agreement, taking into account that the indemnification with 100% of the Shares would apply if the termination takes place on the first day of the third year and a indemnification with 0% of the Shares would apply if the termination takes place on the last day of the Initial Period. Of the remaining shares of the Key Employee, the Company will have a call option in order to acquire those shares at market value.
The Parties expressly agree that the mentioned indemnification is an adequate penalty to compensate the breach of the Initial Term, so each of the Parties expressly waives the right to bring any action to claim any further damage or loss caused as well as any loss of profit. The Parties expressly state for the record the essential nature of the foregoing provisions as Investors make their investment acquiring part of the Shares of the Company by virtue of the personal and professional qualities of the Key Employees and the obligations assumed in said provision.
(ii)
The Key Employee shall be completely released from the Minimum Commitment Term if the corresponding company of the BDI Group is in material breach of its

24


contractual obligations of their corresponding agreements. In addition, in the following cases the corresponding Key Employee will be entitled to early terminate the Agreement without paying any indemnification as long as the Board of Directors of the Company authorizes it by simple majority (authorization that shall not be unreasonably withheld) in the following cases:
-
If the relevant company within the BDI Group where he/ she works or provides his/her services is in material breach of its contractual obligations under such agreements. Examples of material breach, but not limited to, will be the following:
-
If such company substantially modifies the contra c tual conditions, or breaches any material term: or
If such company breaches any of its payment obligati o n s for a longer period of two months; or
-
If such company requires the Key Employee to relocate his/her principal place of work; or
-
If such company materially diminishes the Key Employee's duties or responsibilities in a manner which is inconsistent with the provisions of his/her agreement or with his/her status in the BDI Group; or
-
If such company reduces the Key Employee's compensation or salary.
-
If the Key Employee has to terminate his/her agreement due to material personal reasons such as, but not limited to, a disease or from a disease incompatible with the performance of his/her duties, or the necessity of moving to any other location due to take care of a sick family member.
20.2    Non-competition and non - solicitation.
(i)
Definitions:
For the purposes of this Clause 20 . 2:
(a)
" Cessation Date ": The date when the Key Employee ceases to work or provide his/her services to the relevant company of BDI Group.
(b)
" Restricted Period " : The period from the Effective Date and until the termination of the Initial T erm (as defined in Clause 20.1 . before);
(c)
" Competitive Services ": genetic modifications, and/or fermentation media and process development related to any fungal strains that have the taxonomy of either (i) Myceliopthora, (ii) Corynascus or (iii) Sporotrichium and/ or any strains derived, generated, adapted and or otherwise therefrom
(ii)
Restrictive covenants.

25


Each of the Key Employees covenants that he/ she shall not, directly or indirectly, except with the prior written consent of the Company to take any of the following actions:
(a)
Non-competition: for the Restricted Period be employed, concerned., interested, assist in or be otherwise engaged in the supply of any services to any other companies (except for companies of BDI Group) which are considered Competitive Services;
(b)
Non-solicitation of customers: for the Restricted Period with, canvass, solicit or approach, or cause to be canvassed, solicited or approached, for orders in respect of any goods or services provided or dealt in by the Company or entice or endeavour to entice away from the Company any person who at the Cessation Date, or within 90 days prior to that date, is or was a client or customer of the Company or was in the habit of dealing with the Company;
(c)
Non-solicitation of suppliers: for the Restricted Period interfere or seek to interfere, or take any action which may interfere with the continuance of supplies of goods or services from any suppliers who have been supplying components, materials, goods or services to the Company at any time during 180 days prior to the Cessation Date;
(d)
Non-solicitation of employees: for the Restricted Period, employ, solicit or entice, or endeavour to employ, solicit or entice away from the Company any of the officers or employees of the Company or of any Subsidiary.
The restriction set out in paragraph (d) above shall not prohibit the relevant Key Employee from employing any officer or employee who has responded to a bona fide recruitment advertisement not specifically targeted at that person.
(e)
No use of trading names: at any time after the Cessation Date, use in a trade or business name, or trade or service mark or carry on a business under a title containing the words “BDI” or any other word or words similar to, or capable of confusion with, them; and
(f)
No assistance: assist any other person to do any of the above.
(iii)
The Parties agree that if, during the Initial Term a Key Employee is in breach of the provisions included in Clause 20.2.(ii) before, such Key Employee shall indemnify the Company with all the Shares hold by such Key Employee. Such Shares shall be then transfer to the Company with a payment of €1 by the Company.
The Parties expressly agree that the mentioned indemnification is an adequate penalty to compensate the breach of the Key Employee, so each of the Parties expressly waives the right to bring any action to claim any further damage or loss caused as well as any loss of profit.
20.3
Exclusivity. Each of the Key Employees undertakes to work and/ or provide his/her services as set forth in their corresponding employment or services agreements on an exclusive basis in the benefit of the relevant company of the BDI Group. The Key Employees shall not perform any other professional activity or render any services unrelated to the interest of the Company and the BDI Group

26


Notwithstanding the foregoing, each of the Key Employees currently assumes the positions included in Schedule 20.3 (the " Permitted Positions "), and the Parties agree that the Permitted Positions do not (and will not) constitute a breach the undertakings contained in this Clause. being each of the Key Employees as a result entitled to remain in the Permitted Positions.
The Parties agree that if, during the initial Term a Key Employee is in breach of the provisions of this Clause, such Key Employee shall indemnify the Company with all the Shares hold by such Key Employee. Such Shares shall be then transfer to the Company with a payment of €1 by the Company.
The Parties expressly agree that the mentioned indemnification is an adequate penalty to compensate the breach of the Key Employee, so each of the Parties expressly waives the right to bring any action to claim any further damage or loss caused as well as any loss of profit.
Each of the Key Employees shall be completely released from the exclusivity obligations set forth in this Clause if the corresponding company of the BDI Group breaches any of its payment obligations under the corresponding agreement with the Key Employee for a longer period of two months.
21    CONFIDENTIALITY
21.1
Definition. " Confidential Information " means any information disclosed by one Party (the " Disclosing Party ") to the other (the " Receiving Party "), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as "Confidential" or "Proprietary," or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) Days after initial disclosure; and (ii) which includes but is not necessarily limited to (A) technical data or information, including proprietary host organisms and their strains, plasmids/vectors, DNA sequences, gene expression, fungal high throughput screening, enzymes and their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like, (B) past, present and future business, financial and commercial data or information, prices and. pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategics, plans, budgets, sales and the like; and (C) any other data or inf o rmation delivered b y t h e Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the former's inspection or observation during visits to the research laboratory, manufacturing plan or other type of facility of the latter Party. The Parties expressly acknowledge and agre e that all information of a proprietary and/ or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party's obligations under this Agreement shall be deemed Confidential Information.
21.2
Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party,

27


as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided , however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information to the a gency; (b) immediately notify the Disclosing Party in writing of th e agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in prot e cting against any such disclosure and/ or obtaining a protectiv e order narrowing the scope of the compelled disclosure and protecting its confidentiality.
21.3
Confidentiality Obligation . For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agre e ment , th e Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting th e foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or th e disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Group, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Group and any contract research organizations with whom BDI Group has written agreements pursuant to which such contract research organization is performing or will perform work under a project and is bound by an obligation of confidence to BDI Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Group. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
21.4
No Confidential Information of Other Persons. Each Party represents and warrants to the other that it has not used and shall not use in the course of its performance hereunder, and shall not disclose to the other, any confidential information of any other Person, unless it is expressly authorized in writing by such Person to do so.
22    INDEMNITY
22.1
Save to the specific remedies set forth in Clauses 20, each Party (the "Defaulting Party") agrees to indemnify and hold harmless the other Parties from and against (and pay the full amount of) any and all direct losses, liabilities, actions, damages or injuries, claims, demands, judgments, costs, expenses, suits or proceedings including appeals, which are incurred by the other Party (the "Non-Defaulting Party"), arising out of:
(a)
any breach of a representation or warranty made in this Agreement by the Defaulting Party;

28


(b)
any breach of other obligations in this Agreement by the Defaulting Party; and
(c)
any fraud, willful misconduct or breach of Spanish Law by the Defaulting Party in the context of this Agreement.
22 . 2
The indemnity set forth under this Clause shall not limit any other right, which the Non - Defaulting Party may have under this Agreement or under Spanish Law.
23    NOTICES
23 .1
Unless otherwise expressly set out in the Agreement, all notices, consents, requests, instructions, approvals and other communications provided for herein shall be in writing and shall be deemed validly given (i) upon personal d e livery, or (ii) three Business Days after being sent by recognized express courier s e rvice that maintains records of receipt. In all cases and without prejudice of the notice requirements set out before, as a further requirement any notices shall be also sent via email at the email addresses provided in this Clause.
It is hereby understood that notice shall be deemed as received when sent to th e addresses indicated below for each of the Parties:
Creux Analisis Bstrategicos, S.L.
Attn. : Mr. Emilio Gutiérrez Gómez
Address:         , Salamanca (Espana).
Tel . :         
E - Mail:         

Mr. Emilio Gutiérrez Gómez
Address:         , Salamanca (Espana).
Tel . :         
E-Miail:         

Mr. Carlos Blaziqtrez Escudero
Address:         , Salamanca (Espana).
Tel.:         
E - Mail:         

Mr. Ricardo Arjona Antolin
Address:         , S e villa (Espana) .
Tel.:         
E-Mail:         

Ms. Ana Gómez Rodrigue z
Address:         , S a lamanca (Espana).

29


Tel.:         
E-Mail:         

Mr. Luis Hilario Guerra Trueba
Address:         , Valladolid (Espana).
Tel.:         
E-Mail:         

Floema Biotec, S.L.
Attn.: Mr. Jose Pellicer Espana
Address:         , Madrid (Espana).
Tel.:         
E-Mail:         

Mr. Jorge Hernandez Esteban
Address:         , 28055 Madrid (Espana).
Tel.:         
E-Mail:         

Mr. Yahia El-Amrani Bentahar
Address:         , 28055, Madrid (Espana).
Tel.:         
E-Mail:         

DYADIC INTERNATIONAL (USA), INC.
Attn.: Mark A. Emalfarb, CEO
Address: 140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
Tel.: 561-743-8333
E-Mail: memalfarb@dyadic.com

With copy to: Laura Nemeth, Squire Patton Boggs

Email: laura.nemeth@squirepb.com

INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
Attn.: Roger Pique Pijuan
Address:         

30


Tel.:         
E-Mail:         

Biotechonology Developments for Industry, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address:         , Boecillo - Valladolid
(Espana).
Tel.:         
E-Mail:         

23.2
In order for any c hange to the above addr e sses or persons for the noti ce purpos e s to be binding upon the Parties, th e relevant party must notify it ac c ordingly with at least Ten (10) days in advance following the terms included under this Clause 23.
24    ASSIGNMENT
24.1
Subject to Clause 24 . 2, neither Party may assign this Agreement, in whole or in part, without the other Parties' written consent except for the case where the Transfer of Shares shall take place pursuant to the provisions of Clause 14.
24.2
Any Shareholder shall be entitled to assign its rights under this Agreement to any of its Affiliates as long as such assignment is derived from a Transfer of Shares which complies with the terms and conditions of this Agreement.
25    GENERAL
25.1    Transferability; Derogation arid Binding Effect
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company, and the Shareholders, and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on Transfer set forth in this Agreement in Clause 14.
Each Shareholder hereby binds its heirs, executors, administrators, legal representatives, successors and assigns to perform and fulfil the terms of this Agreement as fully and comple t ely as if they were personally present to do so. To the extent permitted by this Agreement, whether or not any express assignment has been made, the provisions of this Agreement are also for the benefit of, and enforceable by, any transferee of securities of the Company by a Shareholder; provided (a) that, as a condition to any such Transfer, such Shareholder's transferee shall have agreed, in a signed writing, to be bound by the terms and conditions of this Agreement, as if such transferee were art original signatory hereto, and (b) that any transferor hereunder shall not be released from any liabilities by the Company or any other Shareholder .
25.2    Waiver

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No waiver by each Party of its right to enforce any provision of this Agreement shall constitute a waiver of such Party's right to enforce such provisions thereafter or to enforce any other provisions of this Agreement.
25.3    Entire Agreement
This Agreement and all of the attachments hereto contain the entire and final agreement of the Parties with respect to the subject matters of this Agreement and superseded any and all prior agreements, written or oral, with respect to the subject matter of this Agreement.
25.4    Severability
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability, and does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction .
25.5    Amendment
No provisions of this Agreement shall be altered, amended or modified in any way except by an instrument in writing executed by the Parties and passed into Public Deed before a Spanish Notary.
25.6    Costs
Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement The Notary costs for passing this Agreement into Public Deed shall be borne by the Company.
26    GOVERNING LAW AND JURISDICTION
26.1
The Agreement shall be governed by, and interpreted under, the laws of Spain, without application of rules on conflicts of laws.
26 . 2
The Parties hereby agree to submit all disputes, controversies or claims that may arise between them that directly or indirectly relate to this Agreement, including issues concerning the existence, validity, effectiveness, interpretation, compliance or termination hereof, to be resolved by arbitration at law of the Arbitration Court of the Madrid Chambers of Commerce in accordance with the rules regulating such body, which rules are deemed to be incorporated by reference into this Clause.
26.3
The arbitration proceedings shall be carried out before the Court of Arbitration of the Madrid Chambers of Commerce and subject to the regulations of said Court, whenever not referred to herein. The seat or legal place of the arbitration shall be Madrid.
26.4
The arbitration shall be resolved by 1 sole arbitrator selected in accordance with the rules of the Court of Arbitration of the Madrid Chambers of Commerce.
26.5
The Parties and BDI Holding hereby undertake to voluntarily comply with the arbitral award issued, as soon as it becomes final.
26.6
The term for an award to be issued shall be 6 months as of the dale of acceptance by the Arbitrator .

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26.7
The arbitration language shall be Spanish, provided, however, that to the extent that any supporting or accompanying documents of the relevant claim or answer to the claim are originally drafted in English, there shall be no obligation to translate such documents into Spanish.

33


IN WITNESS WHEREOF, the Parties have executed the Agreement in one counterpart to be raised into public, in the place and on the date first above written.



/s/ Emilio Gutiérrez Gómez
 
/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez
On behalf of Creux Analisis
Estrategicos, S.L.
 
Mr. Emilio Gutiérrez Gómez

/s/ Pablo Gutiérrez Gómez
 
/s/ Ricardo Arjona Antolín
Mr. Pablo Gutiérrez Gómez
On behalf of Mr. Carlos Blázquez
Escudero
 
Mr. Ricardo Arjona Antolin

/s/ Ana Gómez Rodríguez
 
/s/ Emilio Gutiérrez Gómez
Ms. Ana Gómez Rodriguez
 
Mr. Emilio Gutiérrez Gómez on
behalf of Mr. Luis Hilario Guerra Trueba

/s/  Antonio De Leyva Tejadaon
 
/s/ Jorge Hernández Esteban
Mr. Antonio De Leyva Tejadaon
behalf of Floema Biotec, S.L.
 
Mr . Jorge Hernandez Esteban


34


/s/ Emilio Gutiérrez Gómez
 
/s/ Pablo Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez on behalf of
Yahia EI-Amrani Bentahar
 
Mr. Pablo Gutiérrez Gómez
on behalf of Biotechnology
Developments for Industry, S.L.

/s/ Antonio Cañadas Bouwen
 
/s/ Roger Piqué Pijuan
Mr. Antonio Canadas Bouwen
on behalf of Dyadic International
(USA), Inc.
 
Mr. Roger Pique Pijuan
On behalf of INVEREADY
INNVIERTE BIOTECH II, S.C.R., S.A.

35


SCHEDULE I
BYLAWS OF THE COMPANY

36


EXHIBIT1014SCHEDULE1.JPG
Informacion Mercantil interactiva d e los Registros Merc an t illes de Es p an a
REGISTRO MERCANTIL DE VALLADOLID
Expedida el dia : 06 /06/2017 a las 09 : 45 horas .
ESTATUTOS
DATOS GENERALES
Denominaci ó n :
 
BIOTECHOLOGY DEVELOPMENTS FOR INDUSTRY SL
 
 
 
lnicio de Operaciones:
 
22/09/2014
 
 
 
Domicilio Social :
 
AVDA FRANCISCO VALLES 8
BOECILLO47151-VALLADOLID
 
 
 
Duraci ó n :
 
lndefinida
 
 
 
C . I.F.:
 
B47729934
 
 
 
Datos Registraies:
 
Hoja VA-27242
Tomo 1477
Folio 91
Objeto Social:
La tenencia de participaciones y acciones de otras sociedades en porcentaje superior al cinco por ciento (5%), con animo de gestionarlas y sin incidir en actividades de las reservadas por la Ley de Mercado de Valores y legislación concordante para sociedades especiales, etc.
C.N.A.E.:
6420-Actividades de las sociedades holding
Estructura del órgano:
Consejo de administración
Último depósito contable :
2015

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ASIENTOS DE PRESENTACION VIGENTES
Diario de documentos (Datos actualizados el 06/06/2017 , a las 09:00 horas)
Diarlo/Asiento:         No tiene asientos de presentación vigentes
Diario de cuentas (Datos actualizados el 06/06/2017 , a las 09:00 horas)
Dlario/Asiento:         143/1051
Este documento, tras haber sido retirado por el interesado, ha sido ingresado de nuevo en el Registro con fecha 02/06/2017
El documento contiene los siguientes actos:
- Depósito de cuentas
Diario de libros (Datos actualizados el 06/06/2017, a las 09:00 horas)
Diario/Asiento:     No tiene asientos de presentación vigentes


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SITUACIONES ESPECIALES

No existen situaciones especiales

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ESTATUTOS
ESTATUTOS SOCIALES DE LA SOCIDAD “BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.”,- CAPITULO I. DENOMINACIÓN, OBJETO, DURACIÓN Y DOMICILIO.-ARTÍTITULO 1.- La Sociedad se denomina “BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.” y se regirá por los presentes Estatutos a no ser que la ley aplicable establezca regulación distinta para casos especiales, en cuy caso habrá que cumplir los requisitos que la ley disponga. En Cuanto no estuviera previsto en estos Estatutos, se regirá por la vigente Ley de sociedades de Capital (la “Ley) y las demás disposiciones legales aplicables. ARTÍCULO 2.- La Sociedad tiene por objeto la tenencia de participaciones y acciones de otras sociedades en porcentaje superior al cinco por ciento (5%), con ánimo de gestionarlas y sin incidir en actividades de las reservadas por la Let de Mercado de Valores y legisación concordante para sociedades especiales, así como la prestación de servicios de administración, consultoría, financieros, contables, de gerstión y de cualesquiera otros necesarios, a entidades o sciedades participadeas. El códiga de Clasificatión Nacional de Actividades Económicas 2009 (“CNAE”) correspondiente a dicha actividad se corresponde con la 64.20 “Actidades de las sociedades holding”. Quedan excluidas del objeto social todas aquellas actividades para cuyo ejercicio la Let exija requisitos especiales o de capital minimo que no queden cumlidos por esta Sociedad. Si las disposiciones legales exigiesen para el ejercio de algunas actividades comprendidas en el ojeto social algún titulo profesional o authorización administrativa o inscupción en Registros Públicos, dichas actividades no podrán iniciarse antes de que se hayan cumplido los requisitos administrativos exigidos y, si fuera preceptivo, deberán realiarse por medio de persona que ostente la necesaria titularidad profesional. ARTÍCULO 3.- La Sociedad tiene duración indefinida y dará comienzo a sus operaciones sociales el dia de la fecha del otorgamiento de la correspondiente escritura de constitusión. ARTÍCULO 4.- La sociedad tiene su domicillo en la calle Avda. Francisco Vallés 8, 47151 Boecilio (Valladolid). Previo acuerdo de la Junta General, el domicilio social podrá ser trasladado a cualquier otro punto del territorio nacional. El Órgano de Administración podrá decidir el traslado del domicilio dentro del mismo término municipal, así como la creación, supresion o traslado de Sucursales, Agencies, Delegaciones u oficinas en cualquier lugar del territotio nacional o extranjero. CAPÍTULO II. CAPITAL SOCIAL Y PARTICIPACIONES.- ARTÍCULO 5.- El capital social es de cuatrocientos noventa y nueve mil ochocientos cincuenta eros, y está dividido en 49.985.000 participaciones sociales, números uno -1- al cuarenta y nueve millones novecientos ochenta y cinco mil -49.985.00-, ambos inclusive, de un céntimo de uro -0,01 euro- de valor nominal cada una de ellas, indivisibles y acumulabales, que no tendrán el carácter de valores, nĩ estarãna representadas por medio de títulos o de anotaciones en cuenta, ni se denominarán acciones. ARTÍCULO 6.- La transmisión de participaciones sociales se formalizará en documento público en los términos establecidos en al art. 106 de la Ley. La Sociedad llevará un Libro Registro de Socios, en el que se hará constar la titularldad originarla y las sucesivas transmisiones de las participaciones sociales y la constitución de derechos reales u otros gravámenes sobre las mismas, haciéndose constar en cada anotación la identidad y domicilio del titular del dominio o del derecho o gravamen constituido. El socio o las titulates de derechos o gravámenes tendrán registrados a su nombre, pero estos certificados no sustituirán al documento público de adquisición originaria o derivativa. ARTÍCULO 7.- La transmisión voluntaria de participaciones sociales a sociedades pertenecientes al mismo grupo que la transmitente será libre. En los demás casos, la transmisión voluntaria estará sometida a las siguientes reglas: a) El socio que se proponga trandmitir todas sus participaciones o participaciones sociales o parte de ellas, deberá comunicarlo por conducto notarial al Órgano de Administración, hacieno constar el número y caracteristicas de las participaciones que pretende transmitir, la identidad del adquirente y el precio y demás codiciones de la transmisión. b) La transmisión quedará sometida al consentimiento de la Sociedad, que se expresará mediante acuerdo de la Junta General, previa inclusón del asunto en el orden del dia, adoptadp por la mayoris ordinaria establecida en estos Estatutos. c) La Sociedad sólo podrá denegar el consentimiento si comunica al transmitente, por conducto notarial, la identidad de uno o varios socios o terceros qu adquieran la totalidad de las participaciones que se pretenda transmitir. No será necesaria ninguna comunicación al trandmitente si acudío a la Junta General donde se

40


adptaron dichos acurrdos. Los socios concurrentes a la Junta General tendrán preferencia para la adquisición, y si fueren varios los interesados en adquirir, se distibuirán entre todos ellos a prorrata de su participación en al capital social. Cuando no sea posible comunicar ta identidad de uno o varios socios o terceros adquirentes de la totalidad de las participaciones, la Junta General podrá acordar que sea la propia Sociedad la qu adquiera las participaciones que ningún socio o tercero aceptado por la Junta quiera adquirir, conforme a lo establecido en al articulo 140 de la Ley. d) El precio de las participaciones, la forma de pagoy las demás condiciones de la operación, serán las comunicadas a la Sociedad por el socio transmitente. En caso de que existiere aplazamiento de pago, será requisito que una entidad de crédito garantice el pago del precio aplazado. e) Cuando el precio notificado se considere excesivo por acuerdo ordinario de la Junta General o cuando se trate de transmisióngratuita u onerose por título distinto del de compraventa, el precio de adquisción será fijado de común acuerdo por las partes y, en su defecto, será el valor razanbale de las participaciones, entendiéndose por tal el que determine un Auditor de Cuentas distinto del auditor de cuentas de la Sociedad, designado a tal efecto por los administradores de ésta. Si el “valor razonable” así fijando no fuere aceptado por quien pretenda la trandmisión, podrá desistir de ella y será de su cargo la retribución del auditor. En los demás casos, dicha retribución será de cuenta de la Sociedad. f) En los casos de aportación de las participaciones sociales a sociedad anónima o comanditaria por acciones, se entenderá por valor real el que resulte del informe elaborado por el experto independiente nombrado por el Registrador Mercantil. g) El documento público de trandmisión deberá otorgrase en el plazo de un mes a contar desde la comunicación por la Sociedad del adquirente o adquirentes. h) El socio podrá transmitir las participaciones en las condiciones comunicadas a la Sociedad cuando hayan transcurrido tres (3) meses desde que hubiere puesto en conocimiento de ésta su propósito de transmitir sin que la Sociedad le hubiere comunicado la identidad del adquirente o adquirentes de todas las participaciones ofrecidas, y dentro del plazo de seis (6) meses a contar desde la fecha de comuncacnión inicial a la Sociedad. Transcurrido este plazo de seis (6) meses sin que se haya producido la transmisión, precisará cumplie de nuevo todos los requisitos indicados. i) Los anteriores trámites no serán necesarios cuando la Junta General de la Sociedad, celebrada con carácter universal, apruebe por unanimidad la transmisión pretendida por un socio. ARTÍCULO 8.- Las transmisiones forzosas se ajustarán a lo establecido en el articulo 109 de la Ley. La adquisición de alguna participación social por sucesión hereditaria confiere al heredero o legatario la condición de socio. En los surpuestos de copropiedad, usufructo, prenda o embargo de participaciones, es estará a lo dispuesto en los artículos 126 a 133 de la Ley. ARTÍCULO 9.- Las transmisiones de participaciones sociales que no se ajusten a lo determinado en los artículos anteriores no producirán efecto alguno frente a la Sociedad. CAPÍTULO III. ÓRGANOS SOCIALES.- ARTÍCULO 10.- Son Órganos Sociales: LA JUNTA GENERAL y el ÓRGANO DE ADMINISTRACIÓN. A) LA JUNTA GENERAL:- ARTÍCULO 11.- Los socios, reunidos en Junta General, dcidirán por las mayorías establecidas en el artículo 15 de estos Estatuos, en los asuntos propios de la competencia de la Junta, que serán los siguientes: a) La censura de la gestión social, la approbación de las cuentas anuales y la aplicación del resultado. b) El combramiento y separación de los administradores, liquidadores y, en su caso, de los de ellos. c) La authorización a los administradores para el ejercicio, por cuenta propia o ajena, del mismo, análogo o complementario género de actividad que constituya el objeto social. d) La modificación de los Estatutos Sociales. e) El aumento y reducción de capital. f) La supresión o limitación del derencho de asunción preferente. g) La transformación, fusión, escisión o la cesión global de activo y pasivo y el traslado de domicilio al extranjero de la Sociedad. h) La disolución de la Sociedad. i) La aprobación del balance final de liquidación. j) Cualesquiera otros asuntos que expresamente determine la Ley olos Estatutos. Todos los socios, incluso los disidentes y los ausentes, quedan sometidos a los acuerdos de la Junta General. ARTÍCULO 12.- La Junta General será convocada por los administradores y, en su caso, por los liquidadores y, en los casos a que se refleran los artículos 170 y 171 de la Ley, en la forma all establecida. La Junta General Ordinaria será convocada por los administradores para su celebración dentro de los seis primeros meses de cada ejercicio anterior y resolver sobre la aplicación del resultado. También podrán convocar Junta General Extraordinaria siempre que lo crean oportuno para los intereses sociales y necesariamente cuando lo sliciten, mediante requerimiento notarial, uno o varios socios que representen, al

41


menos, el cinco por ciento (5%) del capital social, expresando en la slicitud los asuntos a trater en la Junta y debiendo ser convacada la Junta para su celebración dento de los dos meses siguientes a la fecha en que se hubiere recibldo el requiremento. ARTÍCULO 13.- La Junta General será convocada por comunicación individual y escrita, remitida (i) correo certificado a cada uno de los socios al domicilio designado al efecto o que conste en la documentación de la Sociedad; o (ii) por correo electrónico designado al efecto o que conste en la documentación de la Sociedad siendo precisa la confirmación de lectura de dicho correo electrónico por parte del socio. En la convoatoria se expersará el nombre de la Sociedad, el lugar, la fecha y hora de la reunión y el orden del día en el que figurarán los asuntos a tratar, así como la identidad de la persona o personas que realicen ta comunicación. Entre la convocatoria y la fecha prevista para la reunión deberá existir un plazo de, al menos, quince (15) dias, que se computarán a partir de la fecha en que se hubiere remitido el anuncio al último de los socios. La Junta podrá celebrarse fuera del término municipal donde la Sociedad teenga su domicilio. La Junta General quedará válidamente constituida para tratar cualquier asunto, sin necesidad de previa convocatoria, siempre que esté presente o representado la totalidad de capital social y los concurrentes acepten por unanimidad la celebración de la reunión y el orden del día de la misma. ARTÍCULO 14.- Todos los socios , cualquiera que sea el número de sus participaciones, tienen derecho de asistencia a las Juntas, y podrán hacerse representar por otra persona, aunque no sea socio. La representación deberá conferirse por escrito y, cuando no consteen documento público, deberá realizarse con carácter especial para cada Junta. ARTÍCULO 15.- Cada oarticipación da derecho a un voto. En caso de existir Consejo de Administración, su Presidente y Secretario lo serán de la Junta. En caso de no existir Consejo de Administración, serán Presidente y Secretario de la Junta cualesquiera de los administradores de la sociedad y, sí sólo existe uno, éste será el Secretario y de Presidente actuará el socio que resulte elegido por los socios concurrentes al comienzo de la reunión. En cualquier caso, podrán ser sustituidos por las personas que la Junta designe. El Presidente dirigirá las discusuines y resolverá las cuestiones de procedimiento que pudleran surgir. Antes de entrar en el orden del día, se formará la lista de asistentes, expresando el carácter en que concurren y el número de participaciones propias y ajenas que posean o representen. Corresponderá al Presidente de la Junta dirgir y ordenar los debates, fijar el orden de las intervenciones, así como las propuestas de resolución. Los acuerdos se adoptarán por mavoría de los votos válidamente emitidos, siempre que representen al menos un terico de los votos correspondientas a las participaciones sociales en que se divida el capital social. Por excepción a lo dispuesto en el párrafo anterior, para optar por cualquiera de las formas de administación fijada en estos Estatutos, aumentar o reducir el capital social o aprobar cualquier otra modificación estatutaria, y para acordar la disolución de la Sociedad de acuerdo al articulo 368 de la Ley, el voto favorable deberá representar más de la mitad de los votos correspondientes a las participaciones en que se divida el capital social. Asimismo, la autorización a los administradores para que se dediquen, por cuenta propia o ajena, al mismo, análogo o complementario género de actividad que constituya el objeto social; la supresión o la limitación del derecho de preferencia en los aumentos de capital; la transformación, la fusión, la escisión, la cesión global de activo y pasivo y el traslado del domicilio al extranjero de la Sociedad, y la exclusión de socios requerirán el voto favorable de, al menos, dos tercios de los votos correspondientes a las participaciones en que se divida el capital social. Para la obtención de las mayorías no se computarán los votos en blanco. Quedan a salvo los supuestos en que la Ley exija acuerdos unánimes o mayorías distintas. ARTÍCULO 16.- La asistencia a la Junta podr á rea l izarse bien acudiendo al lugar en que vaya a realizarse la reuni ó n, bien a otros lugares conectados con aqu é l par sistemas de videoconferencias que permitan el reconocimiento e identificaci ó n de los asistentes, la permanente comunicaci ó n entre los concurrentes, independientemente del lugar en que se encuentren, as í como la intervenci ó n y emisi ó n del voto en tiempo real . La convocatoria indicar á la posibilidad de asistencia mediante videoconferencia, especificando l a forma en que podr á efectuarse. ARTÍCULO 17 . - Los acuerdos sociales deberán constar en acta que deberá ser aprobada por la propia Junta al final de la reunión o, en su defecto, y dentro del plaza de quince (15) dias, por el Presidente de la Junta y dos socios interventores, uno en representación de la mayoría y otro por la minoría . Deberá asimismo prepararse una lista de asistentes, que podrá incluirse al comienzo del acta, adjuntarse a la misma coma anexo firmado por el Presidente y Secretario de la Junta o incorporarse

42


a soporte informático , con las requisitos previstos en la legislación aplicable . B) Ó RGANO DE ADMINISTRACI Ó N :- ART Í CULO 18.- La administración de la Sociedad se podrá confiar a : a) un administrador único, b) un m í nimo de dos (2) y máximo de diez (10) administradores que actúen solidariamente , c) dos administradores que actúen mancomunadamente, o d) un Consejo de Administración . En la escritura de constitución de la Sociedad se determinará el modo en que originariamente se organiza la administración . En lo sucesivo la Junta General, con el voto favorable representativo de más de la mitad de los votos correspondientes a las part i cipaciones en que se divide el capital social, podrá optar por otro sistema o modo de administración de los señalados, sin necesidad de modificar los Estatutos, y en virtud de acuerdo que deberá elevarse a escritura p ú blica e inscribirse en el Registro Mercantil . ART Í CULO 19 . - Para ser administrador no es necesario ser socio de la Sociedad . Su nombramiento y separación - que podrá ser acordada en cualquier momenta- compete a la Junta General, con las mayor í as ordinarias. La duración del cargo será por plazo indefinido. El cargo de administrador será gratuito . Dicho régimen se establece sin perjuicio de otras remuneraciones que puedan proceder por el desempeño en la propia Sociedad de otras funciones o trabajos adicionales a los de Administrador . En el caso de que el cargo de administrador recaiga en un miembro del equipo d i rectivo - o empleado de la Sociedad, cualqu i era que sea su categoría o función- , ambas relaciones se mantendrán con independencia en cuanto a sus cometidos, origen y fin de las mismas, retribución, y cualesquiera otras consideraciones, sin que sea posible identificarlas o subsumirlas unas en otras. No podrán ser nombrados administradores quienes se hallen comprendidos en alguna causa de incapacidad o incompatibilidad legal o prohibición para ejercer el cargo, especialmente las determinadas por la Ley 5/2006 de 10 de abr i l y otras espe c íficas de las Comunidades Autónomas o cualquier otra establecida por la normativa aplicable . Aún cuando la administración de la Sociedad no recaiga en órgano colegiado, los Administradores podrán dejar constanc i a en Acta de las decisiones que adopten a su entera d i screción . Dichas Actas serán transcritas en el Libro de Actas de la Sociedad . ART Í CULO 20 . - Cuando la administración recaiga en un Consejo de Administración, se observarán las reglas siguientes : a) El número de consejeros no podrá ser inferior a tres (3) ni superior a doce (12). b) El Consejo de Administración será convocado por su Presidente o el que haga sus veces . Los Consejeros que constituyan al menos un tercio de los miembros del consejo podrán convocarío, indicando el orden del día, para su celebración, en la localidad donde radique el domicilio social, si previa petición al Presi d ente o q uie n hiciera sus veces, éste sin causa justificada no hubiera hecho la convocatoria en el plazo de un mes. La convocatoria se hará siempre por carta, telegrama, fax o correo electrónico al domicllio o dirección de correo electrónico de cada uno de los miembros del Consejo de Administración que conste en los archivos de la Sociedad, con una antelación minima de cinco (5) días a la fecha de la reunión . c) El Consejo quedará válidamente constituido cuando concurran a la reunión, presentes o representados, siempre por otro consejero, la mayoria de los vocales que lo integran. La representación se conferirá mediante carta dirigida al Presidente o al Vicepresidente, en su caso. Será válida la reunión sin necesidad de previa convocatoria cuando estando reunidos todos los miembros del Consejo decidan, por unanimidad, celebrar sesión. Corresponderá al Presidente o a quien haga sus veces dirigir y ordenar los debates, fijar el orden de las intervenciones, así como las propuestas de resolución. En ausencia del Presidente y/o Secretario, o quienes hicieran sus veces, actuarán como Presidente y/o Secretario de la reunión el o los designados por los Consejeros asistentes por mayoría. d) Los acuerdos se adoptarán por mayoría absoluta de los consejeros concurrentes o representados en la reunión. e) Los acuerdos se consignarán en acta, que será aprobada por el propio órgano al final de la reunión o en la siguiente, y que será firmada por el Secretario de la sesión, con el visto bueno de quien hubiera actuado como Presidente. f) Cuando la Junta General de Socios no lo hiciera, el Consejo nombrará de su seno un Presidente y, en su caso, uno o más Vicepresidentes. También designará un Secretario y, en su caso, uno o más Vicesecretarios, que podrán ser no consejeros. Tarnbién, con el voto favorable de las dos terceras partes de los componentes del Consejo, podrá delegar alguna o todas sus facultades de administración y representación -salvo las indelegables conforme a la Ley- en favor de una Comisión Ejecutiva o de uno o varios Consejeros Delegados, designando a los administradores que hayan de ocupar tales cargos y el régimen de su actuación . g) Los acuerdos del Consejo podrán adoptarse por escrito y sin sesión con el voto favorable de la mayoría seqún se indica en el

43


párrafo d), siempre que todos los miembros del Consejo hayan sido notificados con antelación de los acuerdos que se pretenda adoptar de esa forma y ninguno de ellos se oponga a este procedimiento. Estos acuerdos se herán constar en acta . h) Serán válidos los acuerdos del Consejo de Administración celebrados por videoconferencia o por conferencia telefónica múltiple, siempre que ninguno de los miembros del Consejo se oponga a este procedimiento, dispongan de los medios necesarios para ello y se reconozcan recíprocamente, lo cual deberá expresarse en el acta del Consejo y en la certificación de los acuerdos que se expida. En tal caso, la sesión del Consejo se considerará única y celebrada en el lugar del domicilio social. ARTÍCULO 21.- La representación de la Sociedad, enjuicio y fuera de él, corresponde a los administradores en la forma determinada en el Artículo 233 de la Ley y de conformidad con la forma de administración elegida por la Junta General en cada momento. La representación se extenderá a todos los actos comprendidos en el objeto social delimitado en el Artículo 2 de estos Estatutos. Cualquier limitación de las facultades representativas de los administradores, aunque se halle inscrita en el Registro Mercantil, será ineficaz frente a terceros. La Sociedad quedará obligada frente a terceros que hayan obrado de buena fe y sin culpa grave, aunque se desprenda de estos Estatutos inscritos en el Registro que el acto no está comprendido dentro del objeto social. CAP Í TULO IV. EJERCICIO SOCIAL .- ART Í CULO 22 . - El ejercicio social comenzar á el 1 de enero de cada afta y finailzar á el d í a 31 de dic í embre del mismo a ñ o. Los administradores est á n obligados a formular en el plazo m á ximo de tres (3) meses contados a partir del cierre del ejercicio social, las cuentas anuales, el informe de gesti ó n en su caso y la propuesta de aplicaci ó n del resultado. Las cuentas comprender á n el balance, la cuenta de pérdidas y ganancìas, un estado que refleje los cambios en el patrimonio neto del ejercicio, un estado de flujos de efectivo, en su caso, y la memoria . Estos documentos, que forman una unidad, deber á n ser redactados con claridad y mostrar la imagen fiel del patrimonio, de la situaci ó n financiera y de los resultados de la Socíedad, de acuerdo con lo establecido en el C ó digo de Comercio y en las Leyes . CAP Í TULO V. DISOLUCI Ó N Y LIQUIDACl Ó N.- ARTÍCULO 23 . - La disoluc n y l i qu i daci ó n de la Sociedad se regirá por las normas del Titulo X de la Ley. La Junta General de Socios designará un liquidador único cuyo poder de representaci ó n se extender á a todas aquellas operaciones necesarias para la l i quidaci ó n de la Sociedad . DISPOSICIÓN FINAL . - Toda controversia o conflicto de naturaleza societaria entre las socios, entre las socios y los administradores y entre cualesquiera de los anteriores y la sociedad, incluidas las cuestiones relativas a la interpretaci ó n de los Estatutos, ser á n resueltas definitivamente mediante arbitraje de Derecho, administrado por la Corte de Arbitraje de Madrid de la C á mara de Comercio e lndustria, de acuerdo con su Reglamento de Arbitraje vigente a la fecha de presentaci ó n de la solicitud de arbitraje . El tribunal arb i tral que se designe a tal efecto estar á compuesto por un á rbitro y el idioma del arbitraje ser á el español . La sede del arbitraje será Madrid.



44


SCHEDULE 2
Subsidiaries


Biotechnology Developments for
Industry in Pharmaceuticals, S.L . U.
Company name
Biotechnology Developments for Industry in
Pharmaceuticals, S.L.U.
 
 
Company number
Spanish Tax Identification Number so called
(NIF / CIF): B-86206695
 
 
Date and place of incorporation
27 April 2011 in Madrid (Spain)
 
 
Registered address
C/ López de Hoyos 35, 1°, Madrid, (Spain)

VLP The Vaccines Company,
S.L . U.
Company name
VLP The Vaccines Company, S.L.U.
 
 
Company number
Spanish Tax Identification Number so called
(NIF / CIF): B-37515111
 
 
Date and place of incorporation
16 March 2012 in Madrid (Spain)
 
 
Registered address
C/ Velázquez 4, 5°, 37005 Salamanca (Spain)


45


SCHEDULE III
Shareholders of the Company
Shareholders
%
Shares
N° (inclusive)
Creux Analiais Estrategicos, S. L.
17.65%
11,721,379
[l - 7,331,502]; [32,500,001 -
 34,946, 362];
[41,985,001 - 43,033,003]; [46,485,001 - 47,380,512]
Mr. Emilio
Gutiérrez Gómez
7.56%
5,024,442
[15,979,178 - 19,023,353]; [34,,946,363 - 36,054,945]; [44,237,333 - 44,682,429]; [48,558,414 - 48,985,000]
Mr. Carlos
Blázquez Escudero
6.34%
4,212,731
[10,302,463 - 13,273,422]; [32,000,001 - 32,500,000]; [43,467,805 - 43,839,825]; [47,799,092 - 48,168,841]
Mr. Ricardo
Arjona Antolín
7.39%
4,910,077
[7,331,503 -10,302,462]; [36,054,946 - 37, 140,682];[43,033,004 - 43,467,804];[47,380,513 - 47,799,091]
Ms. Ana Gómez Rodriguez
6.77%
4,495,819
[13,273,423 - 15,979,177];[37,140,683 - 38,143,667];[43,839,826 - 44,237,332];[48,168,842 - 48,558,413]
Mr. Luis Hilario Guerra Trueba
4.19%
2,781,29
[19,023,354 - 19,342,466];[38,143,668 - 38,401,948];[44,682,430 - 45,886,325]; [48,985,001 - 49,985,000]
Floerna Bio tee, S. L.
16.04%
10,654,955
[19,342,467 - 27,342,466]; [38,401,949, - 41,056,903]
Mr.Jorge
Hernandez Esteban
5.66%
3,757,607
[27,342,467 - 29,808,219]; [41,056,904 - 41,985,000]; [45,886,326 - 46,250,082]
Mr. Yahia El-
Amrani
3.65%
2,426,699
[29,808,220 - 32,000,000];
[46,250,083 - 46,485,000]
DYADIC INTERNATIONAL (USA), INC.
16.12%
10,707,750
[49,985,001 - 60,692,750]
INVEREADY INNVIERTE BIOTECHII, S.C.R., S.A.
8.63%
5,732,499
[60,692,751 - 66,425,249

46


Shareholders
%
Shares
N° (inclusive)
TOTAL
100%
66,416,423
1 - 66,425 , 249





47


S C HEDUL E IV
C E O Management Contract


48


EXHIBIT A2
VLP Shareholders Agreement





SHAREHOLDERS AGREEMENT


wi th r espect to
 

VLP The Vaccines Company, S . L.


executed by


Biotechnology Developments for Industry, S.L.
DYADIC INTERNATIONAL (USA) , INC ; and
INVEREADY INNVIERTE BIOTECH II , S . C.R., S.A.

















Madrid, on 30 June 2017

1


TABLE OF CONTENTS

1
DEFINITIONS AND INTERPERTATION.
2
PURPOSE OF THE AGREEMENT
3
BUSINESS OF THE COMPANY
4
BOARD OF DIRECTORS
5
GENERAL SHAREHOLDERS’ MEETING.
6
CONFLICT OF INTEREST
7
MANAGEMENT OF THE COMPANY.
8
INFORMATION RIGHTS
9
DIVIDEND POLICY
10
ACCOUNTING AND FINANCIAL REPORTING
11
REPRESENTATIONS AND WARRANTIES
12
OBLIGATIONS OF EACH PARTY.
13
PRE-EMPTIVE RIGHTS FOR CAPITAL INCREASE.
14
LOCK-IN PERIOD AND FUTURE TRANSFERS OF SHARES
15
DRAG-ALONG RIGHT.
16
TAG-ALONG RIGHT.
17
NATURE OF THIS AGREEMENT AND BYLAWS.
18
TERM
19
TERMINATION
20
CONFIDENTIALITY
21
INDEMNITY
22
NOTICES
23
ASSIGNMENT
24
GENERAL
25
GOVERNING LAW AND JURISDICTION







2


SHAREHOLDES AGREEMENT

REGARDING

VLP The Vaccines Company, S.L.U.
In Madrid, on 30 June, 2017
OF THE ONE PART
(1)
DYADIC INTERNATIONAL (USA), INC, a US company incorporated and existing under the laws of Florida, USA, and duly registered with the Trade Registry of the State of Florida, USA with company registration number 45 - 0486747, having its corporate domicile at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477, USA (" Dyadic "), represented by Mr. Antonio Cañadas Bouwen, of legal age, a Spanish national, with tax identification number 33,514,340-M, in force, and domiciled for this purposes in Madrid (28006) Plaqza Marqués de Salamanca 3 and 4 - 7 th floor. He acts in his capacity of special attorney of Dyadic.;
(2)
INVEREADY INNVIERTE BIOTECI - 1 II, S.C.R., S.A. , a Spanish company, with registered office in calle Cavallers, 50, 08034 Barcelona, holder of Spanish tax identification number A - 65888232 (" Inveready "), represented by Mr. Roger Piqué Pijuan, of legal age, a Spanish national, holding taxpayer identification number 38853387 - Q in force, and domiciled for this purposes in calle Cavaliers, 50, 08034 Barcelona. H e acts in his capacity of general attorney of Inveready.
(3)
Biotechnology Developments For Industry, S.L. , a Spanish limited liability company, with registered office in Avenida Francisco Valles, 8, 47151, Boecillo (Valladolid) , holder of Spanish tax identification number B47729934 (" BDI Holding "), represented by Mr. Pablo Gutierrez G6mez., of legal age, with Spanish nationality, holding taxpayer identification number (70.868.817 K), in force, and domiciled for this purposes in Louis Proust 13, Boecillo. He acts in his capacity of Chief Executive Officer of BDI Holding.
Hereinafter the persons and companies identified in items (1) and (2) will be jointly referred to as the "Investors".
Hereinafter the persons and companies identified in items (1) through (3) will be jointly referred to as the “Shar eholders" .
AND OF ANOTHER PART
(4)
VLP The Vaccines Company, S.L.U., a Spanish limited liability company, with registered office in Calle Velazquez, 4-5°, 37005, Salamanca, Spain, holder of Spanish tax identification number B37515111 ( "VLP" or the "Company'' ), represented by Emilio Gutierrez Gomez, of legal age, with Spanish nationality, holding taxpayer identification number 70.882.858-D and domiciled for this purpose at calle Velazquez 4, 5° A, Salamanca. He acts in his capacity of legal representative of Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. which is the sole director of VLP.
Finally, the Shareholders and the Company shall be jointly referred to as the "Parties" and each one of them as a ''Party".

3


In the capacity in which they act, the Parties reciprocally recognize each other to have the necessary and sufficient legal capacity and powers of representation to enter into this Shareholders Agreement (hereinafter this “Agreement” ) and for this purpose, they state the following

WHEREAS
I.
The Company is is a Spanish limited liability company, with its registered office at Calle Velázquez, 4, 5° A, 37005, Salamanca, Spain, incorporated by virtue of the public deed granted by the Public Notary from Madrid, Mr. Antonio Morenés Giles who was substituting Mr. Andrés de la Fuente O'Connor, on March 16 th , 2012, under number 435 of his public records, registered in the Commercial Registry of Salamanca under volume 426, sheet 219, page SA-14239, and with tax identification number B37515111.
The By-Laws of the Company before entering into this Agreement are attached hereto as Schedule I .
II.
On the Effective Date, an investment agreement was entered into by all the shareholders of BDI Holding (including the Investors), BDI Holding and the Company ( "Investment Agreement" ) pursuant to which, among other agreements, BDI Holding, Dyadic and Inveready will invest in VLP for an aggregate amount of EUR 700,000.- by means of a capital increase in VLP (" Capital Increase "), subject to the waiver or fulfillment of the Closing Conditions and Covenants established in sections 8 and 10 of the Investment Agreement.
III.
On the Effective Date, and pursuant to the terms of the Investment Agreement BDI Holding, Dyadic and Inveready entered into the share capital of the Company through a capital injection of EUR 700,000 (the "Capital Injection" ) - with the corporate approval of BDI Holding (former sole shareholder). After the mentioned capital increase, the Shareholders of VLP hold the entire share capital of the Company as set out in Schedule II .
IV.
The Parties have decided to enter into this Shareholders Agreement in order to regulate (i) the relationships among the Shareholders, (ii) the relationships between. the Shareholders and the Company, (iii) the system of governance and management of the Company and (iv) the transfers of shares in the Company and certain other commitments of the Shareholders related to the Company.
THE PARTIES agree as follows:

1
DEFINITIONS AND INTERPRETATION .

1.1
Definitions . In the Agreement the following terms shall have the meanings specified below:
"Accounting Principles" means the Spanish generally accepted accounting principles as laid down in the Spanish General Accounting Plan ( "Plan General Contable" ) .
"Affiliate" means any entity directly or indirectly controlled by, controlling, or under common control with, a party to this Agreement, but only for so long as such control shall continue. for purposes of this definition, "control" (including, with correlativ e meanings, "controlled by", "controlling" and "under common control with") means possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of an entity (whether through ownership of s e curities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voling securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.

4


"Applicable Law" means, with respect to any Person, any law, regulation, rule, judgment, order, decree, award , Governmental Approval, grant, license, agreement, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, then in force and applicable to such Person or its subsidiaries or their respective assets.
“Auditors” means the auditor(s) of the Company as may be appointed from time to time by General Shareholders Meeting.
"Audited Financial Statements" means the audited balance sheet and profit and loss account of the Company (as well as further financial statements required by the Applicable Law for the annual accounts) for the financial period ended on and as at December 31, including the reports and notes annexed to them, prepared in accordance with the Accounting Principles and audited by the Auditors.
"BDI Holding" shall have the meaning set forth in Recital 3
"BDI Group" means BDI Holding and the Subsidiaries.
"BDI Pharmaceuticals" means Biotechnology Developments for Industry in Pharmaceuticals, S.L.U.
"Board Meeting'' shall have the meaning ascribed to it in Clause 4.
"Board of Directors" or " Board " means the Board of Directors of the Company as set forth in Cause 4.
"Board Reserved Matters" shall have the meaning set forth in Clause 4.12.
"Business" means the corporate activity or business ordinarily carried out by BDI Group consisting of [to be included].
"Business Day" means any day except Saturdays, Sundays or public holidays or days in which banks are not open in Madrid, Spain or Jupiter, Florida.
"Bylaws" means the bylaws of the . Company, as amended according to the terms and conditions of this Agreement.
"Capital Increase" shall have the meaning set forth in Whereas III.
"Capital Injection" shall have the meaning set forth in Whereas IV .
"Chairman" shall have the meaning set forth in Clause 4.6.
"Company" shall have the meaning set forth in Recital 4.
"Competitor" shall mean any Person or entity (other than Dyadic or any of its Affiliates or any of Dyadic's directors or employees) who provides genetic modifications, and/ or fermentation media and process development related to any fungal strains that have the taxonomy of either (i) Mycelioptlum1, (ii) Carfnascus or (iii) Sporotrichiunt and/ or any strains derived, generated, adapted and or otherwise therefrom.
"Confidential Information" shall have the meaning set forth i.11. Clause 21.
" Deed of Adherence " shall have the meaning set forth in Clause 14.3.

5


" Directors " shall have the meaning set forth in C lause 4.
"Disclosing Party" shall have the meaning set forth in Clause 21.
"Disinvestment" means the sale or disposal in any other manner by the Shareholders of all of their shareholding Interest in the Company.
" Drag-Along Right " shall have the meaning set forth in Clause 15.1.(c).
" Dyadic " shall have the meaning s e t forth in Recital 1.
"Effective Date" means the date of this Agreement.
"Extraordinary Board Meetings" shall have the meaning set forth in Clause 4. 7 .
"Exercising Party" shall have the meaning set forth in Clause 15.2.(a).
"Financial Year" means each financial year of the Company starting on January, 1st and ending on December, 31st of each year.
"Free Cash-Flow" means, for a given Financial Year, the cash generat e d by the Company's operations and (subject to the provisions of applicable laws and this Agreement) available for distribution to Shareholders.
"General Shareholders' Meeting" means a shareholders' meeting of th e Company.
"Governmental Authority" means any government or political subdivision thereof, including without limitation, any governmental department, corn.mission, board, bureau, agency, regulatory authority, judicial or administrati ve body, having jurisdiction over the matter or matters in question.
"Intellectual Property" means all registered and unregistered trademarks, trade names, servi ce marks, service mark registrations, service names, patents, patent rights., copyrights, inventions, licenses, approvals, governmental authorizations, applications for registrations of copyrights and trademarks, brand names, discoveries, formulas, technical assistance, trade secrets, knowhow and other intellectual property rights necessary to conduct the Business.
"Inveready" shall have the meaning set forth in Recital 2.
"Inveready Drag-Along Right" shall have the meaning set forth in Gause15.1.(a).
"Investment Agreement" shall have the meaning set forth in Whereas II.
"Investment Bank' ' shall have the meaning set forth in Clause 15.1.(c).
"Investors" shall have the meaning set forth in Recital 3.
"Key Employees" means Mr. Emilio Gutiérrez Gómez and Ms. Ana Gómez Rodríguez.
"Lock-In Period" shall have the meaning set forth in Clause 14.
"Notary" means the Spanish Notary designated by BDI Holding to authorize the Capital Increase Deed and the Public Deed.
"Notice" shall have the meaning set forth in Clause 23.
" Offer " shall have the meaning set forth in Clause 16.

6


"Offered Shares" shall have the meaning set forth in Clause 16.
"Offer Notice" shall have the meaning set forth in Clause 16.
"Offeror" shall have the meaning set forth in Clause 16.
"Ordinary Board Meetings" shall have the meaning set forth in Clause 4.7.
"Party" or "Parties" shall have the meaning set forth in Recital 4.
"Person/s" means any individual, corporation, business trust, joint venture, association, company, limited liability entity, firm, partnership, or other entity or governmental body, including their heirs, successors and assignees.
"Public Deed" means the deed notarizing this Agreement to be executed by the Parties on the Effective Date.
" Receiving Party" shall have the meaning set forth in Claus e 21.
"Sale Request" shall have the meaning set forth in Clause 16.2.
"Sale Notice" shall have the meaning set forth in Clause 15.2 . (a).
"Secretary" shall have the meaning set forth in Clause 4.6.
"Shares" means the shares in which the share capital of the Company is divided after the Capital Increase.
"Shareholders" shall have the meaning set forth in Recital 3.
"Shareholders' Drag-Along Right" shall have the meaning set forth in Clause 15.1.(b).
"Shareholders Reserved Matters" shall have the meaning set forth in Clause 5.6. "Spanish Companies Acts" means the Spanish Companies Act 1/2010 dated July 2nd ("Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital") and includes any enactment passed after that Act which may, by reason of that or any other enactment, be cited together with that Act as "the Companies Acts".
"Spanish Law" means any law, regulation, rule, order and/or decree, then in force and applicable in Spain.
"Subsidiaries" means VLP and BDI Pharmaceuticals.
"Tag Along Right" shall have the meaning set forth in Clause 16 .
"Transfer" shall mean, with respect to any share or any interest in any share, a direct or indirect transfer or disposition in any form, including a pron-use to sell, option, sale, assignment,conveyance, pledge, mortgage, encumbrance, securitization, any purported severance or alienation of any beneficial interest (in c luding the creation of any derivativ e or synthetic interest) or the act of s o doing, as the context requires.
" VLP " s hall have the meaning set forth in R e cital 4 .

7


1 . 2
Interpretation :
In the Agreement, unless indicated oth e rwis e :
(i)
Any reference to the Agreement must be deemed to be made to the Agreement and its Schedules.
(ii)
Any reference to "Clause" or "Schedule" must be deemed to be made to a Clause of, or Schedule to the Agreement.
(iii)
Schedules: The Schedules to this Agreement are incorporated into and form an integral part of this Agreement.
(iv)
Wherever the terms "includes", "included'', "include" and "including" are used, they shall be deemed to be followed by the expression "without limitation".
(v)
Any reference to one gender includes the other, and words in the singular shall include the plural, and vice versa.
(vi)
If an obligation is qualified or formulated by reference to the use of "best endeavors", "best efforts" or another similar expression, it refers to the endeavors that a Person with the firm intention to achieve an outcome would use in similar circumstances to ensure the achievement of such outcome as soon as possible, taking into account, among other factors:
(a)
the price, financial interest and other terms of the obligation;
(b)
the degree of risk normally entailed by the achievement of the expected outcome;
(c)
the ability of an unrelated Person to exert an influence on the performance of the obligation; and
(d)
that in no event shall any Party having committed to use best efforts be obliged to perform any payment or furnish any sort of financial guarantee to a third party in the context of the achievement of the outcome to which such Party had committed to use its best efforts.
(vii)
Any reference to days" shall be deemed to be made to "calendar days". Any periods expressed in days shall start to be counted from the day immediately following that on which the counting starts. If the last day of a period is not a Business Day, the period in question shall be deemed to have been automatically extended until the first following Business Day. Periods expressed in months shall be counted from date to date unless in the last month of the period such date does not exist, in which case the period shall end on the first Business Day of the immediately following month.
(viii)
Any ref e rence to "from", "as from", "as of" or "through" a given date shall be understood to include such date.
(ix)
The headings used in the Agreement are included for reference only and shall not form part of the Agreement for any other purpose or affect th e interpretation of any of its clauses .
(x)
Terms appearing in Spanish shall have the meanings ascribed to them in Spanish legislation.

8


(xi)
References to"€" or "Euro" are references to the lawful currency from time to time of the Eurozone.
2
PURPOSE OF THE AGREEMENT
2 .1.
Th e purpos e of this Agreement is to establish the terms of the collaboration between the Shareholders in order to regulate:
(a)
the governance and administration of the Company, and
(b)
the transfer of shares of the Company, for the purposes of providing with a stable shareholding structure and facilitating the management of the Company with the objective of maximizing value for the Shareholders; and
(c)
several other commitments of the Shareholders related to the Company.
2.2
In the event that any conflict or discrepancy arises between the Bylaws and this Agreement, the provisions of this Agreement shall prevail. Therefore, in the event that any of the provisions in this Agreement are not folly incorporated in Bylaws and an inconsistency arises, this Agreement shall prevail among the Shareholders and, upon request of any Shareholder, the Parties shall exercise all powers and lights available to them, in order to give effect to the provisions of this Agreement and to procure the amendment of the Bylaws to conform to this Agreement to the fullest possible extent.
3
BUSINESS OF THE COMPANY
The Company shall be primarily engaged in the Business and any future business as may be approved by the Shareholders from time to time in accordance with the terms of this Agreement.
4    BOARD OF DIRECTORS
4 . 1
The Company shall be governed by a Board of Directors which shall be subject to the provisions set forth in this Clause 4.
4 . 2
Powers and responsibilities of the Board : Except with respect to those matters expressly reserved to the General Shareholders Meeting by the Spanish Companies Acts, the Bylaws or this Agreement, the Board shall have the following duties:
(i)
to propose the annual business plan for conducting the Company's business for approval by a General Shareholders Meeting;
(ii)
to manage and instruct the managers and attorneys of the Company in relation with the management of all aspects of the Company's operations including but not limited to the organization of proper financial records:
(iii)
to close the Company's books at the end of each year, and prepare the list of inventory, the balance sheet, profit and loss statement, the statement of changes in the net equity, the cash flow statement (if any) and a report of the Company's operations as required by the Spanish Companies Acts;
(iv)
to cause all reports and documents to be filed with the proper government agencies in Spain; and
(v)
any other duties as may be set forth in the Bylaws or as may be determined by the General Shareholders Meeting, to the extent required by the Spanish Companies Acts.

9


The day-to-day running and the overall direction and supervision of the Business shall be the responsibility of the Board of Directors, directly or indirectly through the CEO and any other managers, expressly acting under the principles, guidelines and instructions received from the Board and the principles set out in this Agreement.
4.3
Composition of the Board . The Company shall, unless subsequently agreed otherwise in writing by the General Shareholders Meeting pursuant to the majorities set forth in Clause 5.6, be governed by a Board composed of three (3) members (th e " Directors ") that shall be appointed as follows:
(i)    Inveready shall nominate one Director for his appointment; and
(ii)    BDI Holding shall nominate two Directors for their appointment;
However, the Shareholders shall not be entitled to appoint as Director a Person who is already a (i) member of the board of any Competitor of BDI Group or (ii) a member of the management team of any Competitor of BDI Group, unless the prior approval of all the members of the Board is previously obtained in written.
4.4    With effect from the Effective Date:
(i)    The Inveready Director shall be: Inveready Asset Management, S.G.E.I.C., S.A. , Spanish company, with registered office in calle Cavallers, 50, 08034 Barcelona, holder of Spanish tax identification number A-65696007, represented by Mr. Roger Piqué Pijuan, of legal age, a Spanish national, holding taxpayer identification number          in force, and domiciled for this purposes in         . He acts in his capacity of general attorn e y of Inveready.;
(ii)    The BDI Holding Directors shall be : (a) Mr. Pablo Gutierrez Gómez , of legal age, of Spanish nationality, single, with professional domicile at         , Valladolid, and provided with Spanish Identification Number (D.N.I.) n°         , both in force; and (b) Mr. Ricardo Arjona Antolin , of legal age, of Spanish nationality, married, with professional domicile at         , Valladolid and provided with Spanish Identification Number (D . N.I.) n°          , b oth in force.
4.5
Appointments and Removal of Directors. The Directors shall be appointed at a General Shareholders Meeting in accordance with the provisions of this Agreement, The Shareholders undertake to vote for the appointment or dismissal of the Directors nominated by the Sharehold e r who is entitled to make the corresponding appointment or dismissal, pursuant to Clause 4.3 above.
The Directors shall be appointed at the General Shareholders Meeting for an indefinite period of time. Each Shareholder who has the right to designate a Director shall also have the right to remove (or c au s e to be removed) or replace at any time and for any reason (including d e ath, r e signation, inability to act or dismissal) such Director from its office and designate (or cause to be designated) an alternative Director in his/her place.
Each Shareholder undertakes to the other Shareholders that it shall take all practicable steps, directly or indirectly, including the exercise of voting rights in the General Shareholders' Meeting, to effect the appointments and removals of any Director designated by the entitled Shareholder.
4.6
Positions in the Board . The Board shall appoint a chairman (the " Chairman ") and a Secretary (the " Secretary ") to the Board as follow:
(i)
The person holding the position of Chairman of the Board shall be proposed for appointment or dismissal by BDI Holding. In addition to any specific responsibilities imposed by the Spanish Companies Acts, the Chairman shall:
(a)
convene General Shareholders Meetings;
(b)
convene ordinary and extraordinary meetings of the Board;

10


(c)
chair the meetings of the Board and the General Shareholders Meetings in accordance with the Spanish Companies Acts;
(d)
sign the minutes of the Board Meetings upon their approval in accordance with the Spanish Companies Acts; and
(e)
sign the minutes of the General Shareholders Meetings upon their approval in accordance with the Spanish Companies Acts.
The Chairman of the Board shall not have a casting vote within the Board.
(ii)
BDI Holding, will be entitled to nominate the Secretary of the Board of the Company, who may also be a person who is not a Director of the Company, in which case such non-director Secretary will not be considered in determining the presence of the quorums required for a Board Meeting to be validly held and such non-director Secretary shall not have a right to vote in the said Board. The replacement of the Secretary office shall be made by BDI Holding Directors' decision .
In addition to any specific responsibilities imposed by the Spanish Companies Acts, the Secretary shall:
(a)
attend, as Secretary of these meetings, all meetings of the Board and all General Shareholders Meetings and record all the proceedings of such meetings in a book of minutes to be in custody for such purposes;
(b)
sign the minutes of the Board Meetings upon their approval in accordance with the Spanish Companies Acts;
(c)
sign the minutes of the General Shareholders Meetings upon their approval in accordance with the Spanish Companies Acts; and
(d)
perform such other duties and have such other powers as the Board may from tune to time determine according to the Spanish Companies Act.
(iii)    The offices of Chairman and Secretary to the Board shall be initially held by Mr. Ricardo Arjona Antolín and Mr. Borja Díaz-Guerra Heredero , respectively.
4 . 7
Meetings of the Board. Each of the Shareholders shall cause each of its designated Directors to adopt and comply with the following rules in relation to the meetings of the Board:
(i)
The Board will meet at least 4 times per Financial Year and at least once every calendar quarter (" Ordinary Board Meetings ") and whenever called by the Chairman, at the Chairman's own initiative or upon petition of any Director (" Extraordinary Board Meetings " ) indicating the items on the agenda to be discussed. In the latter case, the Extraordinary Board Meeting shall be held within the next twenty (20) days following the date of request of the said Director.
(ii)
The Board will be called by written notice not less than 15 days In advance of the meeting date, which notice shall be served on all the Directors at the address notified from time to tim e by each Director to the Chairman and Secretary.
(iii)
The summons shall be effected (a) by any means as may be required by Spanish Companies Acts and (b) by means of a notice sent by letter, fax, e mail or any other written or electronic means with confirmation of receipt at the address designated by such Director for such purposes. The notice shall state: (a) date, place and hour of the meeting, (b) the agenda to be discussed together with the relevant supporting materials for discussion at such meeting in English language, (c) the name of the person or persons who have summoned the meeting, as well as (d) confirmation of date, place and hour of a rescheduled Board Meeting in accordance with Clause 4.10.

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(iv)
Any Director attending a meeting shall have the right to propose additional topics for discussion at any meeting which were not originally included in the agenda for that meeting and no unanimity or majority shall be required for the inclusion of any such additional topics .
(v)    All Board meetings shall be conducted in English.
4.8
Universal Board Meetings . In the case of a "Universal Board Meeting" (i.e. a meeting where all the Directors are present or represented by proxy and unanimously agree to hold a Board Meeting), none of the formalities and requirements related to the prior notice set forth in Clause 4.7 shall apply.
A resolution in writing (" por escrito y sin sesión") signed by all the Directors of the Board shall be as valid and binding as if it had been passed at a duly convened meeting of the Board, provided that all Directors are notified in advance of the resolutions being adopted in such manner and do not oppose such system. These resolutions shall also be recorded in minutes.
4.9
Venue . The meetings may be conducted physically at the registered office of the Company or such other place as the Board may from time to time determine within the territory of Spain or by electronic means (videoconference or conference call).
4 . 10
Attendance and Quorum . A Director may attend in person or by proxy. Such proxy may be granted to another Director, a copy of which shall be delivered to the Chairman and the Secretary of the Board at the commencement of the meeting .
Directors may participate in and vote at Board Meetings by means of a conference telephone or video conference or any communication equipment, provided that all Directors have the required technical equipment and all persons participating in the meeting can identify each other, which shall be expressly noted in the minutes of the relevant meeting and the certificate of such minutes. In such case, the meeting of the Board shall be deemed a single meeting held in the registered office of the Company. Any Director so participating in a meeting shall be deemed to be present in person and shall count for quorum purposes.
For such purposes, the Shareholders undertake to hold a General Shareholders Meeting with the purposes to amend the Bylaws setting forth the following provision (in Spanish):
"Board Directors' meetings could be held simultaneously in several halls as long as it is guaranteed by aud i o - visual or telephonic methods, the interactivity and intercommunication b e tween them , so they are held in real time and therefore, in a sole act. In this case if will be stated in the ' cali the connexion system and if necessary, the places where the technical methods are a v ailable in order to assist and participate in the meeting".
The Persons invited to attend a meeting of the Board of Directors shall be subject to the confidentiality provisions applicable to directors under the Spanish Companies Law and, furthermore, to the confidentiality provisions of this Agreement.
Each Shareholder acknowledges and agrees that the Board shall only be deemed to be validly constituted and entitled to pass any resolutions, if at least 3 Directors are present (whether in person or by proxy), and each Shareholder hereby covenants to the other Shareholders to ensure that the Directors nominated by it pursuant to Clause 4.3 abstain from participating in Board Meetings and from voting any resolutions if the Board is not validly constituted in accordance with this Clause.
If within one hour of the time appointed for holding a Board Meeting, a quorum as specified above is not present, the meeting shall be adjourned for 14 days and reconvened at the same time of day and place and if at such rescheduled meeting a quorum as per the above is not present within 30 minutes of the time appointed for the meeting, a valid quorum. shall be deemed constituted if at least 2 Directors are present. However no resolution shall be passed at such meeting on any matter other than the matters specifically set forth in the notice to the Directors, and no additional matter shall be taken up at such adjourned meeting.

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4.11
Ordinar y Vote Requirements . Unless this Agreement, the Bylaws or the Spanish Companies Acts require a greater majority, resolutions not addressing Board Reserved Matters will be passed by a simple majority of the attending Directors, provided that quorum requirements set forth in Clause 4 . 10 are met.
4.12
Board Reserved Matters . Unless this Agreement expressly states differently, any decision by the Board of Directors (i) shall be reserved to the competence of the Board as a collective body, (ii) shall not be delegated to any one or more Board members or executive committees or managing directors and it shall be approved by the majority of the Board members.
However, in addition to the requirements indicated in the previous paragraph, the Board of Directors shall not take, and shall cause the Company and its Affiliates not to take, any of the following resolutions that are qualified as Board reserved matters (the " Board Reserved Matters ") and, therefore, can only be adopted by the affirmative vote of three (3) Directors:
(i)    change in the registered office location;
(ii)    any specific capital expenditure (whether through acquisition or lease) which would result in obligations for the Company, individually or in aggregate, regarding such specific capital expenditure of more than 250,000 Euros per transaction, or 500,000 Euros cumulatively over a period of 1 year;
(iii)    sale or transfer to a third Person of any individual asset of the Company with a market value, at the time of Its sale or transfer exceeding 300,000 Euros;
(iv)    appointment, dismissal, determination of the remuneration and benefits, and any other actions related to the Key Employees;
(v)    any negotiation and subscription of loans, or credit facilities or guarantees for a value of more than 100,000 Euros;
(vi)    approval of the annual budget of the Company and its modifications;
(vii)    incorporation and sale or other transfer disposition of any subsidiaries;
(viii)    recruiting any employee with an annual cost exceeding€ 65,000;
(ix)    Execution of loans or guarantees in favor of the Shareholders, Directors or employees of the Company or Affiliates exceeding € 5,000 €, unless they are executed in the ordinary course of business;
(x)    Granting of any security over the assets of the Company, except for the guarantees to be granted in the ordinary course of business of the Company;
(xi)    Disposal by any means of any Intellectual Property of the Company;
(xii)    starting insolvency proceedings or taking steps aimed at a shareholders’ voluntary winding-up or which might lead to the winding-up of Company, except if such approval of resolutions results from the application of a mandatory legal provision;
(xiii)    transfer or disposal, by any means, directly or indirectly, of any share in the corporate · capital of any of the Affiliates of VLP, if any, or of any interest in them; and
(xiv)    exercising the vote in the General Shareholders Meeting and management bodies of the Affiliates in respect of Shareholders Reserved Matters or Board Reserved Matters.
(xv)    Signing agreements or contracts with related parties, including administrators, partners and directors.
(xvi)    Investments that exceed SEVENTY FIVE THOUSAND euros (€ 75,000) not included in the annual budget. Expenses, transactions, loans, and any commercial operation for amounts over € 75,000.

13


4.13
Other Meetings of the Directors . In addition to the Ordinary or Extraordinary Board Meetings, the Directors of the Board may hold more frequent Informal meetings to monitor and support the operation of the Business and to direct the management of the Company. Such informal meetings of the Directors shall not be qualified as Board Meetings as provided for under the Spanish Companies Acts and, therefore, during these meetings, no corporate resolutions shall be passed by the Directors. The terms and conditions set forth in this Agreement for the calling of Board Meetings shall apply muiatis muiandi to those other meetings.
4.14
Directors' compensation . The Directors will receive no compensation for their position as members of the Board, unless otherwise agreed at a General Shareholders Meeting. Consequently, the Shareholder who appointed the corresponding Director shall bear the c orr e sponding Director's costs and expenses incurred in attending Board Meetings.
4.15
Disclosure of Information . Each Director shall be entitled to disclose any information relating to the Company and its affairs and financial position to the Shareholder who appointed such Director.
4.16
Conduct of Directors . Each Shareholder covenants that, unless so requested by the Shareholder nominating a Director, it will not carry out or cause to be carded out any act whereby such Director will be removed from office other than for reasons of fraud, wilful misconduct or gross negligence. For the avoidance of doubt, the corresponding Shareholder may appoint and remove their Directors at their own discretion.
The corresponding Shareholder shall, so far as such Shareholder is lawfully able, ensure that Directors nominated by such Shareholder (if applicable):
(i)    Is not wilfully or unreasonably fail to attend a Board meeting in order to prevent any resolution to be adopted; and
(ii)    carry out such Director's duties in accordance with the principles, terms, conditions and obligations set out in this Agreement, the Bylaws and the Spanish Companies Acts.

5
GENERAL SHAREHOLDERS' MEETING.
5.1
The General Shareholders' Meeting of the Company will be held at least once a year within the 6 months after the end of each Financial Year for the purposes: (i) of discussing and approving the annual accounts, (ii) application of the year results, (iii) approval of the composition of the Board, as well as (iv) resolving any other matters that may be compulsory under the Spanish Companies Acts or otherwise validly resolved in the General Shareholders Meeting.
The Shareholders may attend general shareholders meetings of the Company (i) in person; (ii) by videoconference or by telephone, provided that the persons taking part in the meeting can hear each other and each attendee recognizes the identity of the other attendees; (iii) or represented by another person, even if such person is not a Shareholder, provided that such person is duly empowered by the Shareholder through a duly granted proxy. The attorney must present evidence satisfactory to the Chairman, assisted by the Secretary, of his/her authority to act for and on behalf of the relevant Shareholder.
5.2
Summon of the General Shareholders' Meetings:
(i)
A General Shareholders’ Meeting may be summoned by the Chairman of the Board at the Chairman's own initiative or pursuant to the written request of Shareholders representing at least 3% of the Company's share capital indicating the items on the agenda to be discussed. In the latter case, the General Shareholders’ Meeting shall be held within 45 days following the date of request of the such Shareholders.

14


(ii)
The summons shall be effected (a) by any means as may be required by Spanish Companies Acts and (b) by means of a notice sent by letter, fax, e-mail or any other written or electronic means that may ensure the reception of the notice by all Shareholders at the address designated by such shareholder for this purpose. The notice shall state: (a) date, (b) place and (c) hour of the meeting, (d) the agenda to be discussed together with the relevant supporting materials, (e) the name of the person or persons who have summoned the General Shareholders' Meeting, as well as (f) confirmation of date, place and hour of a rescheduled General Shareholders' Meeting in accordance with Clause 5.4.
(iii)
A notice summoning a General Shareholders' Meeting must be delivered to the Shareholders at least 30 days before the date of such meeting (unless a longer term is compulsory under the Spanish Companies Act) .
(iv)
In the case of a "Universal Shareholders' Meeting" (i.e. a meeting where all the shareholders are present or represented by proxy and unanimously resolve t o hold a General Shareholders Meeting), none of the formalities and requirements set out in this Clause 5.2 shall apply.
5.3
Venue of the General Shareholders' Meetings : The General Shareholders' Meeting shall take place at the Company's registered office or elsewhere as the Chairman may reasonably determine within the territory of Spain.
5.4
The following rules apply to the quorum of the General Shareholders' Meetings:
(i)
No business shall be discussed at any General Shareholders' Meeting unless a sufficient quorum is present.
(ii)
Each Shareholder acknowledges and agrees that the Shareholders ' Meetings shall be deemed to be validly constituted if at least 66% of th e share capital of the Company is present or duly represented (unless a higher quorum is compulsory under the Spanish Companies Acts).
(iii)
A Shareholder may be represented in a Shareholders' Meeting by its legal representative, including any director, officer or by written proxy.
(iv)
If within one hour of the time appointed for holding a Shareholders ' Meeting, a quorum as specified above is not present, the meeting shall be adjourned for 14 days and reconvened at the same time of day and place. If at such rescheduled meeting a quorum is not present within 30 minutes after the lune appointed for the meeting, the Shareholders present shall constitute a valid quorum without the requirement set forth in Clause 5.4(ii) above.
5.5
Adoption of Resolutions : Ordinary Vote Requirements . Each Share shall entitle the right to cast one (1) vote at the General Shareholders' Meeting.
Unless this Agreement, the Bylaws and/ or the Spanish Companies Acts require a greater majority, resolutions not addressing any of the Shareholders Reserved Matters (as defined in Clause 5.6) shall be passed by affirmative vote of Shareholders- representing a ' simple majority of the share capital of the Company, that is, over 50% of the share capital.
5.6
Adoption of Resolutions : Shareholders Reserved Matters . Notwithstanding the above, the following matters shall only be adopted with the favorable vote of Shareholders representing 85% per cent of the share capital of the Company and shall be deemed as reserved matters (the " Shareholders Reserved Matters "):

15


(i)
Increase or reduction of the share capital of the Company, merger, dissolution, liquidation or the global assignment of assets and liabilities (unless a mandatory rule requires these transactions); substantially modify the corporate purpose of the Company: issuance of bonds or debt convertible into shares; the abolition of the preferential assumption or subscription rights and the exclusion of shareholders;
(ii)
Change in the registered office location;
(iii)
Creation or modification of special classes of shares or quotes with or without preferential rights;
(iv)
Amendment of the structure of the Board of the Company and the remuneration of the Directors, except when made in accordance with this Agreement;
(v)
Establishment or change of the dividend policy of the Company and declaration of dividend other than in accordance with. Clause 9 hereof and any other distribution, payment or disbursement of any kind or nature to the Shareholders (as shareholders) which is not applied in similar terms (pari passu) to all of them;
(vi)
Appointment of the Auditors of the Company; and
(vii)
Authorization of a Disinvestment other than in accordance with the transfer of shares provisions in this Agreement; and
(vii)
Granting any power of attorney or authorization or similar authority to any person or entity to carry out any action which is a Shareholders Reserved Matters.
(viii)
Material changes in bylaws;
(ix)
Material modification of the corporate purpose of the Company.
6
CONFLICT OF INTEREST
6.1
In the event that a resolution must be adopted on an agreement that has been or is to be signed between the Company and (i) any Shareholder or a Director, (ii) a related person (as per the definition of "related person" in article 231 of th e Spanish Companies Law) or a company from the relevant Shareholder or Director's group (as per the definition of "group" in article 42 of the Commercial Code), the Shareholder or Director (as the case may be) in question shall not have voting rights on any resolution that is taken by the General Shareholders Meeting or the Board of Directors on such matter.
7
MANAGEMENTOFTHECOMPANY.
7.1
On the Effective Date, the Board of Directors will approve to grant general powers for the management of the day to day business affairs of the Company to the Key Employees.
8
INFORMATION RIGHTS.
8.1
Each Shareholder shall have full access to the books and records of the Company. The Company shall permit in reasonable terms access to the Companies ' premises and to internal and external personnel (i.e. consulting firms, auditors, etc.) representing such Shareholder upon their prior request with time enough .in advance (which must include a list of the information required to be reviewed) to allow the Company to prepar e an y required report or their respective financial statements, all in accordance with customary practices in the industry.

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9
DIVIDEND POLICY
9.1
To the extent permitted by the S panish Companies Acts, and unless otherwise agreed by the Shareholders as a Shareholders Reserved Matter pursuant to Clause 5.6, the Parties agree that until Financial Year 2020 no dividend shall be distributed by the Shareholders in the Company, and for the Financial Year 2020 onwards the Parties agree that the Company will distribute and declare an annual dividend equivalent to at l e ast 50% of the net profits of the Company, provided that (i) the Company shall not declare, pay or make any dividend or other distribution in. excess of 80% of the Company's Free Cash-Flow in any Financial Year, and (ii) there is sufficient cash available in the Company' to proceed with such distribution. To the extent permitted by law, the Shareholders expressly undertake not to invoke the appli c ation of Article 348 bis of the Spanish Companies Act in order to comply with this pro v ision.
10
ACCOUNTING AND FINANCIAL REPORTING
10.1
The fiscal year of the Company shall be January 1st to December 31st each year (" Financial Year ") and all the books and r ec ord of the Company shall be closed at the end of each interim calendar quarter of March 31st, June 30th and September 30th and at the year-end at December 31st every year.
10.2
The Parties hereby undertake to appoint an Auditor that will be in charge of auditing the annual financial statements and footnotes of the Company each Financial Year. The General Shareholders Meeting shall appoint the Auditor of the Company even if, according to the Spanish Companies Acts, the appointment of auditors is not mandatory.
10.3
The Parties shall ensure that quarterly Interim Financial Statements and the Audited Annual Financial Statements will be prepared by the Company and . provided to the Board of Directors and Investors within 30 days after each interim quarter and 45 days after each year-end, The Audit Committee of the VLP' s Board of Directors will approve the quarterly interim Financial Statements and the Audited Financial Statements, within the timeframes above.
10.4
The Parties shall ensure that the accounting records of the Company shall be prepared in accordance with Spanish generally acceptable Accounting Principles. The books and records and Financial Statements of the Company shall be kept in Euros.
10.5
The Company will assist Investors by providing financial information and documentation necessary to comply with US financial reporting disclosures, including but not limited to Variable Interest Entity ("VIE") in a timely manner.
10.6
All records and supporting documents, including but not limited to accounting books and records, invoices, cash books, inventory records, bank accounts and receipts shall be kept at the head office of the Company for the term required by the Applicable Law.
11
REPRESENTATIONS AND WARRANTIES
11.1
As of the Effective Date each of Dyadic, Inveready and BDI Holding represent and warrant to the other Parties that
(a)
It is a duly organized corporation existing in good standing under the Applicable Law of the jurisdiction indicated in the preamble hereof;
(b)
It has the corporate power, legal capacity and authority to enter into and perform the obligations contemplated herein, and to execute any other agreement, document, instrument

17


or certificate contemplated by this Agreement or to be executed in connection with the completion of the transactions contemplated by this Agreement. This Agreement and any other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the completion of the transactions contemplated by this Agreement, when executed, will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms;
(c)
The execution and performance of this Agreement do not contravene or conflict with any provisions of their Applicable Law or of its bylaws or of any instruments or contracts binding it;
(d)
The execution and performance of this Agreement have been validly authorized by all necessary corporate action and that this Agreement is valid, binding and enforceable against such Party;
(e)
It is not aware of any matter or fact likely to prohibit or restrain its ability to enter into or perform obligations under this Agreement or any other agreement, document, instrument or certificate contemplated by this Agreement or complete the transactions contemplated hereunder and thereunder; and
(f)
It is not subject to bankruptcy, insolvency or similar proceedings.
11.2
Each of the Shareholders acknowledges that the other Shareholders in entering into this Agreement have relied on the warranties mentioned in this Section, and vice versa.
12
OBLIGATIONS OF EACH PARTY.
12.1
Each Party shall undertake:
(a)
To perform and observe any terms, conditions and provisions as provided in this Agreement;
(b)
To take all necessary steps to give full effect to the provisions of this Agreement, including, without limitation, by way of executing all such documents and doing all such acts and things as may reasonably be required to give effect to the provisions of this Agreement:
(c)
To cause any person representing that Party at a General Shareholders Meeting and each Director nominated by such Party t o act in accordance with and give effect to the provisions of this Agreement; and
(d)
To ensure that the Company will act and comply with the terms and conditions of this Agreement throughout the term of this Agreement, as well as any resolution adopted by the Board of Directors and/ or the General Shareholders Meeting.
13
PRE-EMPTIVE RIGHTS FOR CAPITAL INCREASE.
13.1
Each Shareholder shall have the right to subscribe for all or any part of its pro rata share of newly issued shares that the Company may, from time to time, propose to issue in accordance with the Bylaws and the Spanish Companies Acts.

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14
LOCK-IN PERIOD AND FUTURE TRANSFERS OF SHARES
14.1
General Terms
The Parties may only transfer their Shares in compliance with the terms of Clauses 14, 15 and 16 herein.
14.2
Lock-in
Except as otherwise provided in this Agreement, BDI Holding shall not be entitled to make any Transfer of any of its Shares in whole or in part until a year after (i) the Investors hold less than 10% of the total Shares of the Company, (ii) the Investors have transferred all their shares in the Company or (iii) 5 years, whichever happens first (the " Lock-In Period ").
14.3
After the Lock-In Period:
(a)
none of the Shareholders shall make any Transfer of any of its Shares in whole or in part to any person who is not a party to this Agreement without first obtaining from the transferee the execution of a Deed of Adherence substantially in the form attached hereto as Schedule III and as long as such Shareholder has duly complied with the provisions for the transfer of Shares included in the Bylaws;
(b)
None of the Shareholders shall be entitled to transfer or offer to transfer such Shareholder's Shares to any Person to which any of the following standards is applicable:
(i)
Such Person is, directly and indirectly, a Competitor of the Company, including a Person who is a partner, shareholder member, employee, agent, trustee or consultant to a Competitor; provided however that if such Person owns solely for investment less than 5% of any class of securities of any Competitor traded on any [national] securities exchange, then such Person shall not be barred under this Clause as an indirect Competitor;
(ii)
Such Person or any of its Affiliates is declared by the relevant courts to be engaged in criminal activities or is declared to be Controlled by Person(s) engaged in criminal activities, and vice versa; or
(iii)
Such Person or any of its Affiliates is considered in the relevant business community to be disreputable, unethical, or dishonest.
11.4
The Deed of Adherence shall be in favour of the Company and the Parties to this Agreement and shall be delivered to the Company at its registered office.
14.5
As an exception to the provisions included in Clauses 14.2 and 14.3 above, any Shareholder shall be entitled to freely transfer its Shares, in whole or in part, at any time without applying any pre-emptive right of the other Shareholders, as long as the Transfer is a Transfer to an Affiliate, director or employee of a Shareholder and:
(a)
the relevant Affiliate shall execute a Deed of Adherence to this Agreement, substantially in the form attached hereto as Schedule III, simultaneous with such Transfer before a Spanish public notary, which costs shall be borne by the said relevant Affiliate;

19


(b)
such Affiliate: (w) is not insolvent or unable to pay its debts within the meaning of the Spanish Insolvency Act ( Ley 22/2003, de 9 de Julio, Concursal ) (or under the insolvency laws of any applicable jurisdiction or has stopped paying debts as the fall due); (x) no order has been made, petition presented or resolution passed for its insolvency declaration; (y) no insolvency administrator (or similar agent or receiver under the insolvency laws of any applicable jurisdiction) has been appointed by an official receiver in respect of the said Affiliate or all or any of its assets and no steps have been taken to initiate any such appointment and no individual voluntary arrangement has been proposed; nor (z) has become subject to any analogous proceedings (including any liquidation process), appointments or arrangements under the laws of any applicable jurisdiction;
14.6
Any Transfer by the Parties in contravention of this Agreement shall be null and void ab initio and shall not bind or be recognized by the Company.
15    DRAG-ALONG RIGHTS.
15.1
The Parties expressly agree as follows:
(a)
If after 24 months from the Effective Date, a third Person offers to purchase 100% of the Shares, then Inveready shall have the right (" Inveready Drag Along Right ") to force all the other Shareholders to sell and they shall be obliged to sell to such third Person the Shares owned by them, subject to the fulfillment of the following requirement (if applicable).
If the Inveready Drag Along Right is exercised by Inveready before 36 months from the Effective Date, the Inveready Drag Along Right shall only be binding upon the other Shareholders if the price to be paid by the third Person for all the Shares of the Company is equal or higher than 8,000,000 Euros (under a cash free/debt free basis).
For offers by a third Person on or after 36 months from the Effective Date, the Inveready Drag Along Right will have no price restriction.
(b)
If a third Person offers to purchase 100% of the Shares, then any of the Shareholders shall have the right (" Shareholders' Drag-Along Right ") to force all the oilier Shareholders to sell and they shall be obliged to sell to such third Person the Shares owned by them, as long as the price to be paid by the third Person for all the Shares of the Company is equal or higher than 20,000,000 Euros (under a cash free/ . debt free basis); or
(c)
If Shareholders representing at least 50,1 % of the share capital of the Company adopts the decision to proceed with a Disinvestment by way of offering through an investment bank (the "Investment Bank" ) all the Shares of the Company, then the Shareholders that vote favourably for such Disinvestment shall have the right (the "Drag-Along Right" ) to carry out such Disinvestment and to force the other Shareholders to sell to any third Person identify by the Investment Bank all the Shares owned by any of them. To these effects, all Shareholders will be obligated to sell their shares and no right of first refusal shall be in place.
15.2
The Parties expressly agree that the exercise of the Inveready' s Drag Along Right, the Shareholders' Drag Along Right or the Drag Along Right , shall be carried out as follows :
(a)
The Party or Parties exercising any of the foregoing rights (the " Exercising Party ") shall notify all the other Shareholders in writing of its/ their election to sell its Shares (the "Sale

20


Notice") and shall include in t:he Sale Notice a statement of its intention to exercise such right The Sale Notice shall set forth the id e ntity of the third Person and all other material terms and conditions of the Sale (particularly those related to the price, the terms of payment of th e price, the representations and warranties and the related indemnity obligations), and the sale shall occur on the same terms and conditions applicable to the sale of the Exercising Party's Shares to the third Person;
(b)
Upon exercise by the Exercising Party of its right, all the other Shareholders shall be obliged to sell all their Shares in the Company to the third Person included in the Sale Notice, simultaneously to the transfer to the third Person of the Shares held by the Exercising Party, at the same price, pro rata and on the same other terms and conditions as may have been agreed to by the Exercising Party and the third Person for the Sale, including the terms of payment of the price, the representations and warranties and the related indemnity obligations (if any) in favor of the third Person, which shall be provided and assumed by the Shareholders pro rata to the Shares sold by each of them over the total number of Shares sold by them and with no joint and several liability;
15.3
In case of exercise of the Inveready's Drag Along Right, the Shareholders' Drag Along Right or the Drag Along Right, the Transfer of all the Shares shall not be subject to the application of the pre-emptive right (" derecho de adquisicion preferente ") included in the Company's Bylaws in favour of the other Shareholders, except for in the case of exercise by Inveready of the Inveready's Drag Along Right if the price to be paid by the third Person for all the Shares of the Company is lower than 8,000,000 Euros (under a cash free/ debt .free basis), in which case the pre-emptive right included in the Company's Bylaws shall apply so the others Shareholders having the right to purchase the Inveready's Shares under the terms and conditions includ e d therein.
15.4
Liquidation Preference: In th e case of a liquidation event (merger, acquisition, divestment, spin out, sale of the Company, Initial Public Offering, or dissolving of the Company, reduction of the share capital with return of contributions), or distribution of dividends, the distribution will be as follows:
(1)
In the first place, Investors and BDI Holding (for the amount invested) will be entitled to receive the amounts in cash provided to the Company to subscribe their shares. As well as the Preferential Dividends (in accordance with clause 15.5) accrued and not paid up to the date of the mentioned distribution.
(2)
The remaining will be distributed among all Shareholders pro-rata in proportion to their shares in the Company .
15.5
Preferential Div i dends: The Investors and BDI Holding (for the amount invested in the Company) will have the right to preferentially receive a yearly dividend of 8% on the capital invested by them in the Company .
15.6.
The Parties expressly agree that the actions mentioned in provisions 15 . 4 . and 15.5 above shall be carried out ensuring the optimization of any legal, tax and accounting impact for the Parties.
16
TAG-ALONG RIGHT.
16.1
Without prejudice to the pre - emption right over any Transfer of Shares as established in the Bylaws and in case that ne i ther any Shareholder nor the Company exercise such right, if any of the Shareholders decides to Transfer any of its Shares then such Shareholder shall obtain from a good faith third Person (the " Offerer ") a written offer (the " Offer ") to purchase any such Shares from such Shareholder (the " Offered Shares "), which Offer shall include the purchase of Shares held by

21


each of the other Shareholders pro rata to their respective shareholding interests over the total share capital of the Company . In this sense , such Shareholder shall send an offer notice (the " Offer Notice ") to the other Shareholders, which shall set forth the identity of the Offeror and all other material terms and conditions of the Offer (particularly those related to the price, the terms of payment of the price/ the representations and warranties and the related indemnity obligations).
16.2
The Investors shall have fifteen (15) Business Days from the date of the delivery of the Offer Notice by the transferring Shareholder to send a written notice to such Shareholder exercising its Tag Along Right and indicating its election to include its Shares in the sale proposed by the transferring Shareholder on the same terms and conditions (the " Sale Request ") .
16.3
Within 90 days from the receipt of the Sale Request, the transferring Shareholder shall be able to sell i ts Shares to the Offerer at a purchase price/ and sub j ect to terms and conditions, no more favorable to the Offerer than those that were set forth in the Offer Notice, in which case the Shareholders that may have exercised its Tag Along Right shall have the obligation to join such sale and sell to the Offeror such exercising Shareholder's Shares pro rata to the percentage that the Shares that th e transferring Shareholder transfers represent over the total Shares held by such Shareholder, at the same purchase price per Share and, subject to the same terms and conditions as those actually applicable to the sale of Shares by transferring Shareholder to the Offeror, including the terms of payment of the price, the representations and warranties and the related indemnity obligations (if any) in favor of the third Person, which shall be provided and assumed by the Sharehold e rs pro rata to the Shares sold by each of them over the total number of Shares sold by the Shareholders and with no joint and several liability .
As an exception to the foregoing, in case that the Offered Shares represent more than 50.1% of the total share capital of the Company, the Parties expressly agree that the Investors that may have exercised their Tag Along Right shall have the preferential right to sell the totality of their shares in the Company to the third Person, so the remaining Shares to be transferred by the other exercising Shareholders shall be transferred by each of the exercising Shareholders on a pro rata basis ov e r the total Shares held by each of such Shareholders in the Company.
16 . 4
If none of the Investors elect to exercise their Tag-Along Right, the transferring Shareholder 1nay, within 90 days from the delivery of the Offer Notice , sell such Offered Shares to the Offeror at a purchase price, and on terms and conditions, no more favorable to the transferring Shareholder than those that w e re s e t forth in the Offer Notice. Upon the consummation of the sale to the Offeror, the transferring Shareholder shall promptly notify the remaining Shareholders as to the circumstances thereof, including the date of the sale, the identity of the purchaser, the Shares sold arid the price and other key terms and conditions of such sale.
16.5
If the Transfer by the transferring Shareholder is not consummated within 90 days after the date on which the transferring Shareholder receives the Sale Request pursuant to the previous paragraphs of this Clause, or absent such Sal e Request within 90 days after the date of expiration of the term for delivery of the Sale Request, then the transferring Shareholder shall not be permitted to sell or Transfer the Offered Shares without again complying with the requirements of this Clause.
16 . 6
The Board of Directors may, at its absolute discr e tion, refuse to register any share transfer, without-giving any - reason thereof, if the-process of such transfer is not carried out in accordance with the provisions of this Agreement or the Bylaws. In the case that the Board of Directors refuses to register any share transfer, it shall give written notice notifying the transferor and the transferee of such refusal within 24 hours from the date of the Company's receipt of request for the registration of such share transfer.

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17
NATURE OF THIS AGREEMENT AND BYLAWS.
17.1
On the Effective Date, a General Shareholders' Meeting of the Company shall be held and all the Parties shall unanimously approve, amongst other resolutions, the amendments to the Company's Bylaws required to reflect the provisions of this Agreement. After the Effective Date, the Bylaws of the Company shall be interpreted at all times in accordance with the provisions of this Agreement.
17.2
Notwithstanding the above, it is acknowledged that certain articles of the Bylaws as amended to adapt to the provisions of the Agreement may not be admissible for registration with the Commercial Registry. As stated in Clause 2.2, the Parties agree that the provisions of this Agreement shall prevail between the Parties, and between the Shareholders and the Company (to the extent legally permitted), as a shareholders' agreement, including, particularly, where a relevant article of the Bylaws differs from the terms of this Agreement. If this Agreement is subsequently amended in whole or in part many manner that shall affect the Bylaws, the Parties shall promptly proceed to adopt any resolutions that may be necessary to amend the Bylaws and have them filed with the Commercial Registry so that they reflect the provisions of this Agreement at all times, to the extent legally possible.
18
TERM
This Agreement shall become effective upon the Effective Date and continue to be in full force and effect unless terminated in accordance with the provisions of Clause 19.
19
TERMINATION
19.1
This Agreement shall be automatically terminated in any of the following events and the Parties shall not be liable for such termination for whatsoever reason:
(a)
when a Shareholder ceases to hold any Shares through the Transfer of Shares in accordance with the terms of this Agreement, this Agreement shall terminate in respect of such Shareholder;
(b)
when all of the Parties agree in writing to terminate this Agreement;
(c)
upon the dissolution and winding-up of the Company under the Spanish Companies Acts.
19.2
In the event of the breach of the Agreement by any of the Parties (" Party in Breach "), one or several of the other Parties shall provide written notice of such breach to the Party in Breach. If the Party in Breach does not remedy the breach within a period of thirty (30) days after the date of the notice, the other Party or Parties may terminate the Agreement with the termination effect pursuant to the terms set forth in Clause 19.3 hereunder.
19.3
Effect of termination.
(a)
Termination of this Agreement shall be without prejudice to any right or obligation of either Party accrued before termination of the Agreement.
(b)
Clauses 1 (Definitions), 19.3 (Effect of termination), 20 (Non Competition and Non-Solicitation), 21 (Confidentiality), 22 (Indemnity), 23 (Notices), 25 (General) and 26 (Governing Law and Jurisdiction) shall remain in full force after the termination of this Agreement.

23


20    CONFIDENTIALITY
20.1
Definition. " Confidential Information " means any information disclosed by one Party (the " Disclosing Party ") to the other (the " Receiving Party ''), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as "Confidential" or "Proprietary," or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) Days after initial disclosure; and (ii) which includes but is not necessarily limited to (A) technical data or information, including proprietary host organisms and their strains, plasmids/vectors, DNA sequences, gene expression, fungal high throughput screening, enzymes arid their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like, (B) past, present and future business, financial and commercial data or information, prices and pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategies, plans, budgets, sales and the like; and (C) any other data or information delivered by the Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the former's inspection or observation during visits to the research laboratory, manufacturing plan or other (type of facility of the latter Party. The Parties expressly acknowledge and agree that all information of a proprietary and/ or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party's obligations under this Agreement shall be deemed Confidential Information.
20.2
Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/ or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
20.3
Confidentially Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing' Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than. for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the

24


same degree of care and means that it utilizes to protect its own Information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who arc instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Group, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Group and any contract research organizations with whom BDI Group has written agreements pursuant to which such contract research organization is performing or will perform work under a project and is bound by an obligation of confidence to BDI Group that makes such contract research organization liable for any breach by Its employees of those confidentiality obligations to BDI Group. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
20.4
No Confidential Information of Other Persons. Each Party represents and warrants to the other that it has not used and shall not use in the course of its performance hereunder, and shall not disclose to the other, any confidential information of any other Person, unless it is expressly authorized in writing by such Person to do so.
21
INDEMNITY
21.1
Each Party (the " Defaulting Party ") agrees to indemnify and hold harmless the other Parties from and against (and pay the full amount of) any and all direct losses, liabilities, actions, damages or injuries, claims, demands, judgments, costs, expenses, suits or proceedings including appeals, which are incurred by the other Party (the " Non-Defaulting Party "), arising out of:
(a)    any breach of a representation or warranty made in this Agreement by the Defaulting Party;
(b)    any breach of other obligations in this Agreement by the Defaulting Party; and
(c)
any fraud, willful misconduct or breach of Spanish Law by the Defaulting Party in the context of this Agreement.
21.2
The indemnity set forth under this Clause shall not limit any other right, which the Non-Defaulting Party may have under this Agreement or under Spanish Law.
22
NOTICES
22.1
Unless otherwise expressly set out in the Agreement, all notices, consents, requests, instructions, approvals and other communications provided for herein shall be in writing and shall be deemed validly given (i) upon personal delivery, or (ii) three Business Days after being sent by recognized express courier service that maintains records of receipt. In all cases and without prejudice of the notice requirements set out before, as a further requirement any notices shall be also sent via email at the email addresses provided in this Clause.

25


It is hereby understood that notice shall be deemed as received when sent to the addresses indicated below for each of the Parties:
DYADIC INTERNATIONAL (USA), INC.
Attn.: Mark A. Emalfarb, CEO
Address: 140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
Tel.: 561-743-8333
E-Mail: memalfarb@dyadic.com
With copy to: Laura Nemeth, Squire Patton Boggs
Email: laura.nemeth@squirepb.com
INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
Attn.: Roger Pique Pijuan
Address:         
Tel:         
E-Mail:         
Biotechnology Developments for Industry, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address: avenida Francisco Vallés 8, 47151, Boecillo - Valladolid (España).
Tel.:         
E-Mail:         
VLP The Vaccines Company, S.L.
Attn.: Mr. Emilio Gutiérrez Gómez
Address: Calle Velázquez, 4-5°, 37005, Salamanca
Tel.:         
E-Mail:         
22.2
In order for any change to the above addresses or persons for the notice purposes to be binding upon the Parties, the relevant party must notify it accordingly with at least ten (10) days in advance following the terms included under this Clause 23.
23
ASSIGNMENT
23.1
Subject to Clause 24.2, neither Party may assign this Agreement, in whole or in part, without the other Parties' written consent except for the case where the transfer of Shares shall take place pursuant to the provisions of Clause 14.
23.2
Any Shareholder shall be entitled to assign its rights under this Agreement to any of its Affiliates, as long as such assignment is derived from a Transfer of Shares which complies with the terms and conditions of this Agreement.

26


24
GENERAL
24.1
Transferability; Derogation and Binding Effect
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company, and the Shareholders, and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on Transfer set forth in this Agreement in Clause 14.
Each Shareholder hereby binds its heirs, executors, administrators, legal representatives, successors and assigns to perform and fulfil the terms of this Agreement as fully and completely as if they were personally present to do so. To the extent permitted by this Agreement, whether or not any express assignment has been made, the provisions of this Agreement are also for the benefit of, and enforceable by, any transferee of securities of the Company by a Shareholder; provided (a) that, as a condition to any such Transfer, such Shareholder's transferee shall have agreed, in a signed writing, to be bound by the terms and conditions of this Agreement, as if such transferee were an original signatory hereto, and (b) that any transferor hereunder shall not be released from any liabilities by the Company or any other Shareholder.
24.2
Waiver
No waiver by each Party of its right to enforce any provision of this Agreement shall constitute a waiver of such Party's right to enforce such provisions thereafter or to enforce any other provisions of this Agreement.
24.3
Entire Agreement
This Agreement and all of the attachments hereto contain the entire and final agreement of the Parties with respect to the subject matters of this Agreement and superseded any and all prior agreements, written or oral, with respect to the subject matter of this Agreement.
24.4
Severability
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability, and does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
24.5
Amendment
No provisions of this Agreement shall be altered, amended or modified in any way except by an instrument in writing executed by the Parties and passed into Public Deed before a Spanish Notary.
24.6
Costs
Each Patty must bear its own costs arising out of the negotiation, preparation and execution of this Agreement. The Notary costs for passing this Agreement into Public Deed shall be borne by the Company.

27


25    GOVERNING LAW AND JURISDICTION
25.1
The Agreement shall be governed by, and interpreted under, the laws of Spain, without application of rules on conflicts of laws.
25.2
The Parties hereby agree to submit all disputes, controversies or claims that may arise between them that directly or indirectly relate to this Agreement, including issues concerning the existence, validity, effectiveness, interpretation, compliance or termination hereof, to be resolved by arbitration at law of the Arbitration Court of the Madrid Chambers of Commerce in accordance with the rules regulating such body, which rules are deemed to be incorporated by reference into this Clause.
25.3
The arbitration proceedings shall be carried out before the Court of Arbitration of the Madrid Chambers of Commerce and subject to the regulations of said Court, whenever not referred to herein. The seat or legal place of the arbitration shall be Madrid.
25.4
The arbitration shall be resolved by 1 sole arbitrator selected in accordance with the rules of the Court of Arbitration of the Madrid Chambers of Commerce.
25.5
The Parties hereby undertake to voluntarily comply with the arbitral award issued, as soon as it becomes final.
25.6
The term for an award to be issued shall be 6 months as of the date of acceptance by the Arbitrator.
25.7
The arbitration language shall be Spanish, provided, however, that to the extent that any supporting or accompanying documents of the relevant claim or answer to the claim are originally drafted in English, there shall be no obligation to translate such documents into Spanish.

28


IN WITNESS WHEREOF, the Parties have executed the Agreement in one counterpart to be raised into public, in the place and on the date first above written.
/s/ Antonio Cañadas Bouwen
Mr. Antonio Cañadas Bouwen
on behalf of DYADIC INTERNATIONAL (USA), INC
/s/ Pablo Gutiérrez Gómez
Mr. Pablo Gutierrez Gómez on behalf of Biotechonology Developments for Industry, S.L.
/s/ Roger Piqué Pijuan
Mr. Roger Piqué Pijuan on behalf of INVEREADY INNVIERTE BIOTECH II, S.C.R., S.A.
/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez on behalf of VLP The Vaccines Company, S.L.

29


SCHEDUL E I
BYLAWS OF THE COMPANY

30


EXHIBIT1014SCHEDULE1.JPG
Información Mercantil interactiva de los Registros Mercantiles de España
REGISTRO MERCANTIL DE SALAMANCA
Expedida el día: 21/02/2017 a las 12 : 43 horas.
ESTATUTOS
DATOS GENERALES
Denominaci ó n :
VLP THE VACCINES COMPANY SL
 
 
lnicio de Operaciones:
16/03/2012
 
 
Domicilio Social :
C / VELAZQUEZ 4 5° A
SALAMANCA37005-SALAMANCA
 
 
Duraci ó n :
lndefinida
 
 
C . I.F.:
B37515111
 
 
Datos Registraies:
Hoja SA-14239
Tomo 426
Folio 219
Objeto Social:
INVESTIGACIÓN, DESARROLLO E INNOVACIÓN., ACTIVIDADES CIENTIFICAS Y TÉCNICAS.
Estructura del ó rgano :
Administrador únfco
Unipersonalidad:
La sociedad de esta hoja es unipersonal, siendo su socio único BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY SL, con N.I.F: B4729934
Último dep ó sito contable:
2015

31


ASIENTOS DE PRESENTACION VIGENTES
No existen asientos de presentación vigentes

32


SITUACIONES ESPECIALES
No existen situaciones especiales

33


ESTATUTOS
ESTATUTOS: TITULO I. DISPOSICIONES GENERALES. Artículo 1°.- Régimen. La presente sociedad VLP THE VACCINES COMPANY, S.L., se regirá por los presentes Estatutos, por el Real Decreto Legislativo 1/2010, de 2 de julio y por las demás disposiciones legales que le sean aplicables. Artículo 2°- Objeto. La compañía tiene por objeto de su actividad: Desarrollo de vacunas innovadoras, basadas en plataforma VLP. Actividades de l+D en Biotecnología. Servicios técnicos. Servicios tecnológicos. Servicios de asesoramiento tecnológico. Desarrollo de fármacos. Las actividades enumeradas podrán también ser desarrolladas por la sociedad, total o parcialmente, de modo indirecto, mediante la participación en otras sociedades. Si las disposiciones legales exigiesen para alguna de las actividades de la sociedad alguna autorización administrativa, dichas actividades deberán realizarse por medio de persona que ostente dicha titularidad profesional y, en su caso, no podrán iniciarse antes de que se hayan cumplido los requisitos administrativos exigidos. Quedan excluidas todas aquellas actividades para cuyo ejercicio la ley exija requisitos especiales que no queden cumplidos por esta sociedad. Artículo 3°.- Duración. Su duración será indefinida, y dará comienzo a sus operaciones el día 16 de Marzo de 2.012. Si la ley exigere para el inicio de alguna de las operaciones enumeradas en el artículo anterior la obtención de licencia administrativa, la inscripción en un registro público, o cualquier otro requisito, no podrá la sociedad iniciar la citada actividad específica hasta que el requisito exigido quede cumplido conforme a la ley. Artículo 4°.- Domicllio. Su domicllio social queda fijado en Salamanca, calle Velázquez, número 4, 5°A. Podrá el órgano de administración de la sociedad establecer, suprimir o trasladar cuantas sucursales, agencias o delegaciones tenga por conveniente. TITULO II. DEL CAPITAL Y PARTICIPACIONES SOCIALES. Artículo 5°.- Capital social y participaciones sociales. El capital socia queda fijado en la cifra de CIENTO CUARENTA Y SEIS MIL EUROS, totalmente desemboisados y está dividido en 1,460.000 participaciones sociales, de diez céntimos de valor nominal, cada una, numeradas correlativamente del 1 al 1,460.00, ambos inclusive, que no podrán estar representada por media de títulos, ni de anotaciones en cuenta, ni denominarse acciones. Artículo 6°.- Libro Registro. La sociedad llevará un libro de registro de socios, en el que se harán constar la titularidad originaria y las sucesivas transmisiones, voluntarias a forzosas, de las participaciones sociales, así como la constitución de derechos reales y otros gravámenes sobre las mismas; en cada anotación se indicará la identidad y domicilio del titular de la participación o del derecho o gravamen constituido sabre aquellas. Cualquier socio podrá examinar este libro cuya llevanza y custodia corresponde al órgano de administración. Los socios y las titulares de gravámenes o derechos reales sobre las participaciones saciales tienen derecho a obtener certificación de las participaciones o titularidades registradas a su nombre. Los datos personales de las socios podrán modificarse a su instancia, no surtiendo entre tanto efectos frente a la sociedad. Artículo 7°.-Transmisión de participaciones. I) Transmisión intervivos: 1) Si será libre la transmisión de participaciones entre socios, en favor del cónyuge, ascendientes o descendientes del socio o de sociedades pertenecientes al mismo grupo (art. 42, 1 C. Comercio) de la transmitente. 2) En los demás casos el socio que se proponga transmitir participaciones deberá comunicarlo por escrito al órgano de administración de la sociedad, quien lo notificará del mismo mode a los socios en el plazo de siete días. Los socios podrán optar a la compra en el plazo de las siete días siguientes a la recepción de la comunicación; si optaren varios, las participaciones se distribuirán entre ellos a prorrata de las que ya tengan. Si ningún socio ejercita el derecho de tanteo, podrá la sociedad a través de su órgano de administración presentar en el plazo de los 10 días siguientes uno o varios terceros para adquirir las participaciones ofertadas. En su defecto, en el plaza de 20 días siguientes podrá la Junta General acordar que sea la propia sociedad la que adquiera las participaciones conforme a lo establecido en el artículo 140 del Real Decreto Legislativo 1/2010. -Si transcurridos los plazos citados el socio transmitente no recibe por conducto notarial aceptación de su oferta quedará libre para transmitir sus partícipaciones en la forma notificada y en el plazo de los dos meses siguientes a la conclusión del último plazo indicado. II) Transmisíon forzosa. En caso de remate o adjudicación de participaciones sociales, como consecuencia de cualquier procedimiento de apremio, los socios y en su defecto la socidad podrán subgrogarse en lugar del rematante o del acreedor adjudicatario, mientras el remate o la Adjudicación no sea firme, en la forma prevista en el art. 10 9 del Real Decreto Legislativo 1/2010; si la subrogada es la sociedad, debará amortizar las participaciones adquiridas en la forma y plazos previstos en el art. 140 del Real Decreto Legislativo 1/2010.III) Transmisión mortis causa. En caso de transmisión mortis causa de participaciones sociales, si el heredero o legatario que las detentare no fuere el cónyuge, ascendientes o los decendientes del fallecido podrán los demás socios adquirirlas en el plazo de 15 días desde la comunicacón a la sociedad de la adquisición hereditaria, o, en defecto de los socios, de la propia sociedad, previo acuerdo de la Junta General, en el plazo de los 20 días siguientes, pagando a los titulares el valor convenido o en su defecto el valor razonable al del fallecimiento, es decir el fijado por el auditor, en la forma prevista en el art. 110 del Real Descreto Legislativo 1/2010. IV) Normas generales. 1) Si se emitieren participacíones con prestaciones assesorias, se aplicarán las reglas especiales dictadas para esta clase de participacíones. Las reglas transcritas se aplicarán, de igual

34


modo aunque con las necesaria adatación y en los plazos fijados en el art. 305 del Real Decreto Legislativo 1/2010, a las transmisiones de derechos de preferencia en caso de creación de nuevas participaciones La transmisión de participaciones se formalizará conforme a la ley, su adquisición por cualquier título deberá ser comunicada prescrito a la sociedad para su Inscripción en el Libro Registro de socios. Sin cumplir este requisito no podrá el socio pretender el ejercicio de los derechos que le correspondan en las sociedad. Las transmisiones de participaciones sociales que no se ajusten a estas reglas no producirán efecto alguno frente a la sociedad. La sociedad no podrá adquirir sus propias participaciones salvo en los casos previstos en el art. 40 de la ley. Artículo 8°. Cotitularidad. En caso de cotitularidad de paricipaciones o de derechos s obre ellas, los cotitulares habrán de comunicar a la socidedad la persona designada por todos ellos para el ejercicio de los derechos, pero del cumplimiento de las obligaciones frente a la sociedad responderán solidariamente todos los cotitulares. Artículo 9°.-Usufructo y prenda. En caso de usufracto y prenda de participaciones sociales, el derecho de voto corresponderá al titular de las participaciones, TITULO III. DE LOS ORGANOS SOCIALES. Sección Primera. De la Junta General. Artículo 10°.-Órganos. La sociedad será regida por la Junta General de socios, y adminstrada y representada por el órgano de administractión designado por ésta. Artículo 11°.- Mayoría. La voluntad de los socios expresada por mayoría regirá la vida de la sociedad. Todos los socios, incluso los disidentes y los ausentes, quedan sometidos a los acuerdos de la Junta General, sin perjuicio del derecho de separación del socio cuadno legalmente proceda. Se entenderá que hay mayoría cuando vote a favor del acuerdo un número de socios que represente más de la mitad del capital social, salvo para los casos en los que la ley establece imperativamente un quórum inferior. No obstante para aumentar o redcuir el capital social, prorrogar, transformar, o suprimir el derecho de preferencia en los aumentos de capital, excluir socios, suprimir la prohibición de comptencia de los administradores, modificar en caulquier forma los Estatutos Sociales para la que no se exija mayoría cualificada, y en los demás casos en que así lo exija a la ley, será necesario que voten a favor del acuerdo un número de socios que representen al menos las dos terceras partes del capital social, sin peerjuicio de lo indicado a continuactión. Asimlsmo, los acuerdos relatívos a la modificación de la composición de los órganos de gobierno, fusión, escisión o cesión global de activos o pasivos, así como la disolución de la sociedad (salvo que dicho acuerdo sea adoptado por requisto legal), serán adoptados con, al menos, el voto favorable del 86% del capital social. Para decidir el ejercicio de la acción de responsabilidad de los administradores y adoptar el acuerdo de disolución en los casos previstos en las letras a) a g) del artículo 363.1 y en el previsto en el artículo 363.2 del Real Decreto Legislativo 1/2010, bastará una mayoría de votes válidos que representen al menos un tercio del capital social. Artículo 12°.- Convocatoria. La mayoría habrá de formarse necesariamente en Junta General convocada al efecto por el órgano de administración (o de liquidación en su case). La convocatoria de la Junta se hará por carta certificada, telegrama o telefax individual a todos las socios al domicilio par estos designado al efecto o en su defecto al que conste en el libro de registro de socios. Entre la remisión del último anuncio y la fecha prevista para la celebración de la Junta deberá existir un plazo de al menos quince días, salvo en los de fusión o escisión en que la relación jabera ser coma mínimo de un mes y en aquellos otros en que la ley exija un plazo distinto. La convocatoria expresará el nombre de la sociedad, la fecha, hora y Jugar de reunión, la persona que realiza la comunicación, así como el orden del día, expresándose con la debida claridad los asuntos sobre los que hayan de deliberar y las demás menciones que exija la ley según los temas a tratar; si omitiere el lugar de reunión se entenderá que se convoca para celebrarse en el domicilio social. A los socios que residan en el extranjero la convocatoria les será enviada al domicilio en España que obligatoriamente deberán haber hecho constar en el Libro-Registro. El órgano de admlnistración está obligado a convocar la Junta General para su celebración dentro de los seis primeros meses de cada ejercicio a fin de censurar la gestión social, aprobar en su caso las cuentas del ejercicio anterior y resolver sobre la aplicación del resultado; sí no lo hiciere. cualquier socio podrá solicitar su convocatoria al Juez de Primera lnstancia del Domicilio social. Sin embargo, la Junta quedará válidamente constituida tratar cualquier asunto, sin necesidad de para previa convocatoria, siempre que esté presente o presentado la totalidad del capital social y las concurrentes acepten por unanimidad la celebración de la reunión y el orden del día de la misma. La Junta Universal podrá reunirse en cualquier lugar del territorio nacional o del extranjero. Artículo 14°.- Derecho de asistencia. Todos las socios tienen derecho a asistir a la Junta General. El socio podrá hacerse representar por medio de otro socio, su cónyuge, ascendientes, descendientes o persona que ostente poder general en documento público para administrar todo el patrimonio del representado en territorio general. Si la representación no consta en documento público, deberá ser especial para cada Junta y en todo caso constará par escrito. Artículo 15° .- Actuarán coma Presidente y Secretario de la Junta General los del Consejo de Administración y en su defecto las designados, al comienzo de la sesión, por los socios concurrentes. Las deliberaciones las dirigirá el Presidente; cada punto del orden del día será objeto de votación por separado. Los acuerdos sociales deberán constar en acta que incluirá necesariamente la lista de asistentes y deberá ser aprobada por la propia Junta al final de la reunión, o, en su defecto, y dentro del plazo de quince días, per el Presidente de la Junta General y dos socios lnterventores, uno en representación de la mayoría y otro de la minoría. Sección Segunda. Del

35


órgano de Administración. Artículo 16°.- La sociedad será administrada y representada, según decida la Junta General, por un Administrador único, dos o más administradores solidarios o mancomunados hasta un máximo de cinco, o por un Consejo de Administración integrado par un número de miembros no inferior a tres ni superior a doce, todos los cuales podrán no ser socios, pudiendo serlo tanto las personas fisicas como las personas jurídicas. Se consigna expresamente la prohibición de que ocupen y ejerzan cargos en la sociedad personas incompatibles conforme a las disposiciones estatales y autonómicas vigentes. Artículo 17°.- Si el órgano de administración fuese un Consejo, el número exacto de sus miembros será fijado por la Junta General. El Consejo de Administración se reunirá, a instancia del Presidente o del que haga sus veces, cuando lo requiera el interés s social o lo solicite cualquiera de sus miembros; la convocatoria se hará por escrito individual (carta, telegrama o telefax) a todos los consejeros; se entenderá válidarnente constituido cuando concurran a la reunión la mitad más uno de sus componentes, pudiendo cualquier consejero conferir su representación a otro consejero; las deliberaciones se efectuarán por puntos separados y serán moderadas por el Presidente; para adoptar acuerdos, que tarnbién se votarán por separado, será preciso el voto favorable de la mayoría absoluta de los concurrentes a la sesión, salvo para la delegación permanente de facultades en una Comísión Ejecutiva o en u no o varios Consejeros Delegados y par a la designación de los administradores que hayan de ocupar tales cargos, en qua será preciso el voto favorable de las dos terceras partes de los miembros del Consejo. Si podrá no los elegir ha designado la Junta, el Consejo a su propio Presidente y Vicepresidente, a su Secretario y Vicesecretario que podrán no ser consejeros, y a uno o varios Consejeros Delegados de entre los miembros del Consejo, con los requisites legales. Las discusiones y acuerdos del Consejo se harán constar en acta que será firmada por el Presidente y el Secretario o por quienes los hubleren sustituido. Las certificaciones de las acuerdos sarán expedidas por las personas designadas en el art. 109 y siguientes del RRM. Su fonnalización en documento público podrá ser realizada par las personas señaladas en el artículo 108 del citado Reglamento y edemás por cualquier componente del Consejo, con cargo vigente e inscrito, sin necesidad de delegación expresa. Artículo 17°.- bis. Las reuniones del Consejo de Administración, si lo hubiere, se convocarán con 24 horas de antelación, pero si el convocante estimare que los asuntos a tratar son de mayor urgencia, bastará una antelación de seis horas. Artículo 18°.- Duración. Los Administradores ejercerán su cargo por tiempo indefinido, pero podrán ser separados de su cargo en cualquier momento aunque la separación no figure en el orden del día. Artículo 19°.- Representación. Al órgano de administración designado por la Junta corresponde al de forma Individual si es Administrador Único o (Administrador Solidario; b) de forman mancomunada si hay varios Administradores Mancomunados, debiendo actuar conjuntamente todos ellos; y el de forma colegiada si hay Consejo de Administración, el poder de representación de la Sociedad, en juicio y fuera de él, con el ámbito necesario establecido en el art. 234 del Real Decreto Legislativo 1/2010; queda incluso facultado en la forma más amplia para dirigir, administrar, disponer de los blenes y representar a la Sociedad, pudiendo celebrar toda suerte de actos y contratos de adrnintstración, ordinaila extraordinaria, y de disposición o de riguroso dominio sobre toda clase de bienes muebles, lnmuebles, valores, dinero, efectos de cornerclo o establecimientos mercantiles. Esta representación organlca se extenders. consecuentemente, al ámbito mercantil, comercial y bancario y alcanzará incluso a las actos para los que suele exigirse mención explicita, siendo bastante para gravar, hipotecar, transigir, endeudarse, decidir la participación en otras sociedades, recurrir en casación o amparo, prestar confesión en juicio, absolver posiciones e garantizar negocios ajenos, percibir cantidades del Tesoro Público o de cualquier otra dependencia pública, sin más limitaciones que las establecidas en la ley. Podrá el órgano de administración, aunque le fuere delegado, otorgar y revocar poderes generales o especiales con las facultades que detalle, incluida la de sustituir o subapoderar total o parcialmente conforme a la ley. En ningún caso podrán ser objeto de Delegación las facultades que la ley no autoriza a delegar. Si los Estatutos o los acuerdos de la Junta estableciesen limitaciones al ejercicio del poder de representación, las limitaciones establecidas tendrán un alcance meramente lnterno. Artículo 20°.- Retribución. El cargo de Administrador es gratuito. No obstante si alguno de los administradores prestase a la sociedad servicios por cargos para los que hubiere sido nombrado o por trabajos profesionales o de cualquier otra índole que en misma realice, la remuneración que por este concepto reciba lo será en función del trabajo que desarrolle con arreglo a la legislación mercantil o laboral ordinaria. Artículo 21°.-Prohibición de cornpetencia, Los administradores no podrán dedicarse par cuenta propia o ajena al mismo, análogo o complementario genera de actividad que constituya el objeto social, salvo autorización expresa de la Junta General. Artículo 22°.- Libro de actas. La Sociedad llevará un libro o libras de actas en los qua constaran, al menos, todos los acuerdos tomados per las órganos colegiados de sociedad, con expresión de los datos relativos a la convocatoria y a la constitución si órgano, un resumen de los asuntos debatidos, las intervenciones·de las que se haya solicitado constancia; los·aeuerdos adoptados y los resultados de· las votaciones. Cualquier socio y las personas que hubleren asistido a la Junta General en representación de las socios no asistentes, podrán obtener en cualquier memento certificación de

36


los acuerdos y de las actas de las juntas generales. Artículo 23°.- Ejercicio económico. El ejercicio económico de la sociedad finalizará el 31 de Diciembre de cada año. Artículo 24°.- Cuentas anuales. En el plazo máxirno de tres meses contados a partir del cierre de cada ejercicio social, el órgano de administración deberá formular el balance con la cuenta de pérdidas y ganancias, la memoria y la propuesta de aplicación del resultado. A partir de la convocatoria de la Junta a celebrar antes del BO de Junio de cada año y a cuya aprobación deben ser sometidos, cualquier socio podrá obtener gratuitamente de la sociedad estos documentos y el informe de las auditores en su caso; en la convocatoria de la Junta se reccrdará este derecho. También podrán los socios que representen al menos el 5% del capital social examinar la Contabilidad en el domicilio social en unión de experto contable. Artículo 25°.- Aplicación de resultados. La Junta resolverá sobre la aplicación del resultado, con estricta observancia de las disposiciones legales sobre reservas, previsiones o amortizaciones. Los beneficios liquidos se distribuirán entre los socios en proporción a su participación en el capital social. TITULO IV. DISOLUCION Y LIQUIDACION. Artículo 26°. Disolución. La Sociedad se disolverá por cualquiera de las causas enumeradas en la ley, y una vez acordada, se abre el periodo de liquidación, que realizará el órgano de administración si la Junta general no designa otros liquidadores. Artículo 27°.- lnventario y Balance inicial. Los liquidadores formularán un inventario y un balance de la sociedad con referencia al día en que se hubiere acordado la disolución, en el plazo de tres meses a contar desde la apertura del período de liquidación. Artículo 28°.- Balance final. Concluidas las operaciones liquidatorias, las liquidadores omitirán a la aprobación·de la Junta General balance final, un informe sobre dichas operaciones y un proyecto de reparto entre los socios de activo resultante. La cuota liquidatoria será proporciona la participación de cada socio en el capital social, no podrá ser satisfecha sin el previo page a las acreedores del importe de sus créditos o si consignarlo en una entidad de crédito del territorio municipal del domicilio social. Artículo 29°.- A la escritura pública de extinción de la sociedad se incorporará el balance final de liquidación y la relación de los socios en la que conste su identidad, y el valor de la cuota de liquidación que les hubiere correspondido a cada uno.


37


SCHEDULE II
Shareholders of the Company
 
 
 
 
Dyadic International (USA), Inc.
3,30%
74,123
[1,778,955 -
1,853,077]
 
 
 
 
INVEREADY INNVIERTE
BIOTECH II, S.C.R., S.A.
17,50%
393,077
[1,853078 - 2,246,154]
 
 
 
 
Biotechnology Developments for Industry, S. L.
79,20%
1,778,954
[1 -1,778,954]
 
 
 
 
TOTAL
100%
2,246,154
[1 - 2,246,154]
 
 
 
 

38


SCHEDULE III
ADHERENCE AGREEMENT
THIS AGREEMENT is made on [●].
BETWEEN:
(1)
[●], a corporation organized and existing under the laws of [●], having its principal place of business at [●] (the New Shareholder);
(2)
[●], a corporation organized and existing under the laws of [●], having its principal place of business at[●]; (the Original Shareholder) and
(3)
[●], a corporation organised and existing under the laws of [●], having its principle place of business at [●] ([●])
(4)
[●], a corporation organised and existing under the laws of [●], having its principle place of business at [●]([●])
(5)
[●], a corporation organised and existing under the laws of [●], having its principle place of business at [●], ([●])
[●], [●] and [●] shall be jointly referred as the (the Continuing Shareholders).
WHEREAS:
(A)
The Original Shareholder and the Continuing Shareholders are parties to the Shareholders Agreement in relation to VLP The Vaccines Company, S.L. dated _________________ 2017 (the " Shareholders Agreement ").
(B)
The Original Shareholder proposes to sell and transfer and the New Shareholder proposes to purchase [●] shares of [●] par value each in the share capital of VLP The Vaccines Company, S.L. (the " Company ") from the Original Shareholder.
(C)
This Agreement is made in compliance with Clause ____ of the Shareholders Agreement.
IT IS AGREED as follows:
The New Shareholder confirms that it has been supplied with a copy of the Shareholders Agreement.
The New Shareholder undertakes to the Continuing Shareholders to be bound by the Shareholders Agreement and any other agreement where the original Shareholder is a party thereto in all respects as if the New Shareholder were a party to the Shareholders Agreement and any other agreement and named in it as a Shareholder or party and to observe and perform all the provisions and obligations of the Shareholders Agreement and any other agreement applicable to or binding on a Shareholder under the Shareholders Agreement or any other agreement insofar as it falls to be observed or performed on or after the date of this Agreement.
The Continuing Shareholders undertakes to the New Shareholder to observe and perform all provisions and obligations of the Shareholders Agreement applicable to or binding on a Shareholder under the Shareholders Agreement and acknowledge that the New Shareholder shall be entitled to the rights and benefits of the Shareholders Agreement as if the New Shareholder were named in the Shareholders Agreement in place of the Original Shareholder with effect from the date of this Agreement.

39


This Agreement is made for the benefit of: (a) the parties to the Shareholders Agreement, and (b) every other person who after the date of the Shareholders Agreement (and whether before or after the execution of this Agreement) assumes any rights or obligations under the Shareholders Agreement or adheres to it.
The address, facsimile number and contact person of the New Shareholder for the purposes of clause 23 of the Shareholders Agreement is as follows:
[Name]
[Address]
Fax:           [●]
marked for the attention of :  [●]
This Agreement is governed by and shall be construed in accordance with Spanish law.
IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed by (their duly authorized representatives, as of the day and year first above mentioned.
By:
 
Name:
 
Title:
 
Date:
 

40


EXHIBIT B
Service Framework Agreement

Efiled as Exhibit 10.15 to Dyadic International, Inc’s Form 10

41


EXHIBIT C

Research Services Agreement

Efiled as Exhibit 10.14 to Dyadic International, Inc’s Form 10


42


EXHIBIT D1
Minutes of the General Shareholders Meeting of the Company

1


ACTA DE LA JUNTA GENERAL EXTRAORDINARIA Y UNIVERSAL DA LA SOCIEDAD BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.
 
 
 
 
 
En Madrid, a las 9:00 a.m., el día 30 de junio de 2017, reunidos en la calle Velazquez 12, Planta Baja, 28001, Madrid, presentes o debidamente representados, todos los socios de la sociedad BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L. , con C.I.F. número B47729934 (la " Sociedad "), que representan la totalidad de su capital social, acuerdan por unanimidad la celebración de la Junta General Extraordinaria y Universal de socios de la Sociedad, al amparo de lo previsto en el artículo 178 de la Ley de Sociedades de Capital.

Antes de la aprobación de los acuerdos incluidos en el orden del día, se procede a la elaboración de la lista de asistentes, resultando estar presentes:

La sociedad Creux Análisis Estratéglcos, S.L. , representada en este acto por D. Emilio Gutiérrez Gómez, titular de 11.721.379 participaciones representativas del 23,45% del capital social.

/s/ Emilio Gutiérrez Gómez
D. Emilio Gutiérrez Gómez


D. Emilio Gutiérrez Gómez , titular de 5.024.443 participaciones represenrativas del 10,05% del capital social.

/s/ Emilio Gutiérrez Gómez
D. Emilio Gutiérrez Gómez

D. Emilio Gutiérrez Gómez asiste a su vez en calidad de Consejero del Consejo de Administración de la Socicdad.

D. Carlos Blázquez Escudero , representado en este acto por D. Pablo Gutiérrez Gómez, titular de 4.212.731 participaciones representativas del 8,43% del capital social. D. Pablo Gutiérrez Gómez representa a D. Carlos Blázquez Escudero en virtud de poder especial (proxy) otorgado a su favor.

/s/ Pablo Gutiérrez Gómez
D. Pablo Gutiérrez Gómez

D. Ricardo Arjona Antolin , titular de 4.910.077 participaciones representativas del 9,82% del capital social.

/s/ Ricardo Arjona Antolín
D. Ricardo Arjona Antolin

D. Ricardo Arjona Antolfn asistc a su vez en calidad de Consejero del Conscjo de Administración de la Sociedad.

Dña. Ana Gómez Rodríguez , titular de 4.495.819 participaciones rcpresentativas del 8,995% del capital social.

/s/ Ana Gómez Rodríguez
Dña. Ana Gómez Rodríguez


2


Dña. Ana Gómez Rodríguez asiste a su vez en calidad de Secretario y Consejero del Consejo de Adrninistracion de la Sociedad.

D. Luis Hilario Guerra Trueba , representado en este acto por D. Emi1io Gutiérrez Gómez, titular de 2.781.290 participaciones representativas del 5,565% del capital social. D. Emilio Gutiérrez Gómez representa a D. Luis Hilario Trueba en virtud de poder especial (proxy) otorgado en su favor.

/s/ Emilio Gutiérrez Gómez
D. Emilio Gutiérrez Gómez

La sociedad Floema Biotec, S.L. , representada en este acto por D. Antonio de Leyva Tejada, titular de 10.654.955 participaciones representativas del 21,32% del capital social. D. Anlonio de Leyva Tejada representa a la sociedad Floema Biolec, S.I.. en virtud del poder especial (proxy) otorgado a su favor.

/s/  Antonio De Leyva Tejadaon
D. Antonio de Leyva Tejada

D. Jorge Hernández Esteban , titular de 3.757.607 participaciones representativas del 7,52 % del capital social.

/s/ Jorge Hernández Esteban
D. Jorge Hernandez Esteban

D. Yahia El-Amrani Bentahar , representado en este acto par D. Emilio Gutiérrez Gómez, titular de 2.426.699 participaciones representativas del 4,85% del capital social. D. Emilio Gutiérrez Gómez representa a D. Yahia El Arnrani Bentahar en virtud de poder especial (proxy) olorgado en su favor.

/s/ Emilio Gutiérrez Gómez
D. Emilio Gutiérrez Gómez

D. Pablo Gutiérrez Gómez , asiste en su calidad de Presidente y Consejero del Consejo de Administración de la Sociedad.

/s/ Pablo Gutiérrez Gómez
D. Pablo Gutiérrez Gómez

Asimismo, asisten las siguientes entidades, debidamente representadas, a los efectos del Acuerdo Segundo a aprobar en la presente Junta:

La sociedad Dyadic International (USA) , Inc., representada en este acto por D. Antonio Cafiadas Bouwen, en su condición de apoderado especial de la misma,

/s/ Antonio Cañadas Bouwen
D. Antonio Cańadas Bouwen


3


La sociedad Inveready Innvierte Biotech II, S.C.R., S.A. , representada en este acto por D. Roger Piqué Pijuan, en su condición de apoderado general de la misma.

/s/ Roger Piqué Pijuan
D. Roger Piqué Pijuan

Estando presentes, por tanto, todos los socios que representan la totalidad del capital social, se decide, por unanimidad, la celebración de la Junta General Extraordinaria y Universal, para tratar y deliberar, previa aceptación tambien por unanimidad, el siguiente

ORDEN DEL DÍA

PRIMERO - ACLARACIÓN DE LA ASIGNACIÓN DE LAS PARTICIPACIONES A LOS SOCIOS DE LA SOCIEDAD EN LAS AMPLIACIONES DE CAPITAL ELEVADAS A PÚBLICO EN VIRTUD DE LA ESCRITURA PUBLICA OTORGADA ANTE EL NOTARIO DE VALLADOUD D. JAVIER GÓMEZ MARTÍNEZ, EL DIA 31 DE ENERO DE 2017, BAJO EL NUMERO 399 DE SU PROTOCOLO.

SEGUNDO - AUMENTO DEL CAPITAL SOCIAL DE LA SOCIEDAD Y CORRESPONDIENTE MODIFICACIÓN ESTATUTARIA.

TERCERO - DELEGACIÓN DE FACULTADES.

CUARTO - REDACCIÓN, LECTURA Y APROBACIÓN DEL ACTA DE LA JUNTA.

Por acuerdo unánime de los socios de la Sociedad, se designa como Presidente de la Junta a D. Pablo Gutiérrez Gómez, y como Secretario de la misma a Dńa, Ana Gómez Rodríguez.

La Junta dispensa al consejero auscnte, D. José Pellicer Espańa, de su deber de asistencia a la reunión de la Junta General de Socios establecido en el articulo 180 de la Ley de Sociedades de Capital.

El Presidente declara Ia Junta válidamente constituida para deliberar y adoptar acuerdos, por concurrir a ella, personalmente o debidamente representados, todos los socios de la Socicdad que rcpresentan el 100% del capital social, tras lo cual se pasa, sin más dilación, a la deliberación de los puntos integrantes del Orden del Dia, adoptándosc los siguientes acuerdos por unanimidad:

ACUERDOS

PRIMERO. - ACLARACIÓN DE LA ASIGNACIÓN DE LAS PARTICIPACIONES A LOS SOCIOS DE LA SOCIEDAD EN LAS AMPLIACIONES DE CAPITAL ELEVADAS A PÚBLICO EN VIRTUD DE LA ESCRITURA PUBLICA OTORGADA ANTE EI. NOTARIO DEV ALLADOLID, D. JAVIER GÓMEZ MARTÍNEZ, EL DÍA 31 DE ENERO DE 2017, BAJO EL NÚMERO 399 DE SU PROTOCOLO.

La Junta acuerda por unanimidad aclarar y dejar constancia de la asignación de las participaciones sociales creadas en virtudd de las ampliaciones de capital social de la Sociedad formalizadas en Escritura Pública otorgada ante el Notario de Valladolid D. Javier Gómez Martínez, el día 31 de encro de 2017, bajo el núrmcro 399 de su protocolo (Ia " Escritura "), hacienda constar que la asignación de las participaciones sociales creadas en las referidas ampliaciones de capital fue la indicada a continuación:

A la sociedad Creux Análisis Estratégtcos, S.L., se le asignaron 1.943.515 participaciones sociales, numeradas del 41.985.001 al 43.033.003 y del 46.485.001 al 47.380.512, todas inclusive.


4


A D. Ricardo Arjona Antolín , se le asignaron 853.380 participaciones sociales, numeradas del 43.033.004 al 43.467.804 y del 47.380.513 al 47.799.091, todas inclusive.

A D. Carlos Blázquez Escudero , se le asignaron 741.771 participaciones sociales, numeradas del 43.467.805 al 43.839.825 y del 47.799.092 al 48.168.841, todas inclusive.

A Dńa. Ana Gómez Rodríguez , se le asignaron 787.079 participaciones sociales, nwneradas del 43.839.826 al 44.237.332 y del 48.168.842 al 48.558.413, todas inclusive.

A D. Emilio Gutiérrez Gómez , se le asignaron 871.684 participaciones sociales, numeradas del 44.237.333 al 44.682.429 y del 48.558.414 al 48.985.000, todas inclusive.

A D. Luis Hilario Guerra Trueba , se le asignaron 2.203.896 participaciones sociales, numeradas del 44.682.430 al 45.886.325 y del 48.985.001 al 49.985.000, todas inclusive.

A D. Jorge Hernandez Esteban , se le asignaron 363.757 participaciones sodales, numeradas del 45.886.326 al 46.250.082, ambas inclusive.

A D. Yahia ElAmrani Bentahar , se le asignaron 234.918 participaciones sociales, numeradas del 46.250.083 al 46.485.000, ambas inclusive.

Adicionalmente, la Junta acuerda por unanimidad dejar constancia de que en la Escritura, por un error tipográfico, se dejó constancia de que el desembolso realizado por el socio D. Luis Hilario Guerra Trueba en la prirnera ampliación de capital ascendió a 12.042,00 Euros, cuando en realidad ascendio a 12.038,96 Euros conforme se indica en el certificado bancario adjunto a la citada Escritura.

Las anteriores aclaraciones en ningún caso modifican las cifras conespondientes a las ampliaciones de capital suscritas en virtud de la Escritura, ni el número de participaciones suscritas por cada uno de los socios en las citadas ampliaciones.

SEGUNDO - AUMENTO DEL CAPITAL SOCIAL DE LA SOOEDAD Y CORRESPONDIENTE MODIFICACIÓN ESTATUTARIA.

La Junta acuerda por unanimidad aumentar el capital social en la cifra de CIENTO SESENTA Y CUATRO MIL CUATROCIENTOS DOS EUROS CON CUARENTA Y NUEVE CÉNTIMOS (164.402,49 €), es decir, hasta la nueva cifra de SEISCIENTOS SESENTA Y CUATRO MIL DOSCIENTOS CINCUENTA Y DOS EUROS CON CUARENTA Y NUEVE CÉNTIMOS (664.252,49 €) , mediante la creación de DIECISÉIS
MILLONES CUATROCIBNTAS CUARENTA MIL DOSCIENTAS CUARENTA Y NUEVE (16.440.249) nuevas participaciones de UN CÉNTIMO (0,01 €) de valor nominal cada una de ellas, numeradas del 49.985.001 al 66.425.249, ambas inclusive. Las nuevas participaciones se crean con una prima de asuncion total de UN MILLÓN DOSCIENTOS SESENTA Y NUEVE MIL QUINIENTOS NOVENTA Y SIETE EUROS CON CINCUENTA Y UN CÉNTIMOS (1.269.597,51 €), es decir, de aproximadamente 0,077 € por parti.cipación.

Las nuevas participaciones tendrán los mismos derechos politicos y económicos que las restantes participaciones de la Sociedad actualmente en circulación.

Adicionalmente, en este mismo acto, todos los socios de la Sociedad, es decir Creux Análisis Estrategicos, S.L., D. Emilio Gutiérrez Gómez, D. Carlos Blázquez Escudero, D. Ricardo Arjona Antolin, Dńa. Ana Gómez Rodríguez, D. Luis Hilario Guerra Trueba, Floema Biotec, S.L., D. Jorge Hernandez Esteban y D. Yahia El-Amrani Bcntahar , presentes en la Junta o a través de sus representantes, renuncian totalmente a su derecho de asunción preferente sabre las nuevas participaciones creadas con motivo del presenle aumento de capital de la Sociedad. Asirrusmo, la Junta acucrda por unanimidad que las entidades Dyadic International (USA), Inc. e Invercady Innvierte Biotech II, S.C.R., S.A. , presentes en la Junta y debidamente representadas a través de sus representantes legales, suscriban las nuevas participaciones sociales creadas, quienes lo aceptan expresamente y

5


asumen las nuevas participaciones, en la forma y en los términos y condicioncs establecidos en el presence acuerdo a probado por unanimidad por la Junta.

A los efectos del articulo 198.4.1° del Reglamento del Registro Mercantil, se hace constar que la asunción de las nuevas participaciones, mediante su desembolso integro por su valor nominal total asi coma la prima correspondiente, deberá llevarse a cabo mediante aportación dineraria como sigue:

(a)
La sociedad Dyadic International (USA), Inc., con número de idenlificación (EIN) 65-0645993, de nacionalidad estadounidense, con dorrricilio social en calle 140 Iritracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-USA, representada en este acto por D. Antonio Cańadas Bouwen en su calidad de apoderado especial de la misma, presente en la Junta, asume 10.707.750 nuevas participaciones sociales, numeros 49.985.001 al 60.692.750 , ambos inclusive, cuyo desembolso total realizara mediante aportación dineraria, a traves del ingreso de su valor nominal total, es decir, CIENTO SIETE MIL SETENTA Y SIETE EUROS CON CINCUENTA CÉNTIMOS (107.077,50 €) , así como la prima total correspondiente, es decir, OCHOCIENTOS VEINTISEIS MIL NOVECIENTOS VEINTIDÓS EUROS CON CINCUENTA CÉNTIMOS (826.922,50€) (haciendo un total de 934.000 €), en la cuenta n° ES43-0049-0133-1120-1069-4591 que la Sociedad mantiene abierta en el Banco Santander, S.A.

Una vez realizado el desembolso, se hará constar la titularidad de las nuevas participaciones socialcs a favor de Dyadic International (USA), Inc.en el Libra Registro de Socios de la Sociedad.

(b)
La sociedad Inveready lnnvierte Biotech II, S.C.R., S.A., con N.I.F. número A-65888232, de nacionalidad española, con domicilio social en calle Cavallers, 50,08034 Barcelona, representada en este acto por D. Roger Piqué Pijuan en su calidad de apoderado de la misma, presente en la Junta, asume 5.732.499 nuevas participaciones socialcs, números 60.692.751 al 66.425.249 , ambos inclusive, cuyo desembolso total realizará mediante aportación dincraria, a través del ingreso de su valor nominal total, es decir, CINCUENTA Y SIETE MIL TRESCIENTOS VEINTICUATRO EUROS CON NOVENTA Y NUEVE CÉNTIMOS (57.324,99 €), así como la prima total correspondiente, es decir, CUATROCIENTOS CUARENTA Y DOS MIL SEISCIENTOS SETENTA Y CINCO EUROS CON UN CÉNTIMO (442.675,01 €) (haciendo un total de 500.000 €), en la cuenta n° ES48-0128-0209-1801..0001-2303 que la Sociedad mantiene abierta en Bankinter, S.A.

Una vez realizado el desembolso, se hará constar la titularidad de las nuevas participaciones sociales a favor de Inveready Innvierte Biotech II, S.C.R., S.A., en el Libro Registro de Socios de la Sociedad.

La Junta acuerda por unanimidad la asunción de las anteriores participaciones por las entidades Dyadic International (USA), Inc. e Inveready Innvierte Biotech II, S.C.R.,. S.A. y en la forma anteriormente mendonada. Asimismo, la Junta acuerda por unanimidad que el aurnento de capital acordado deberá ser desembolsado en metalico por las entidades Dyadic International (USA), Inc. e Inveready Innvierte Biotech II, S.C.R., S.A. , mediante ingreso del 100% del valor nominal de las nuevas participaciones que cada uno de ellos ha suscrito y de su correspondiente prime, es decir, por el importe total de UN MILLÓN CUATROCIFNI'OS TREINTA Y CUATRO MIL EUROS (1.434.000 €) , en las cuentas bancarias antes resenadas, y antes del final del día de hoy (i.e. 30 de junio de 2017), lo que deberá acreditarse con los correspondientes certificados bancarios.

No obstante lo anterior, la Junta acuerda por unanimidad que si por cualquier motive no se desembolsase por las dos entidades arriba referidas el valor nominal y la prima de asunción correspondiente a la totalidad de las nuevas participaciones sociales creadas, la ampliación de capital del presente acuerdo quedara sin efecto, lo cual es expresamente aceptado por las entidades Dyadic International (USA), Inc. e Inveready Innvierte Biotech
II, S.C.R., S.A.

Como consecuencia de lo anterior, y condicionado al efectivo desembolso del valor nominal total de las participaciones y de su correspondiente prima objeto del presente aumento de capital, Ia Junta acuerda por unanimidad modificar el Artículo 5° de los Estatutos Sociales de la Sociedad, el cual quedará con la siguiente nueva redacción:

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" ARTÍCULO 5. - El capital social es de SEISCIENTOS SESENTA Y CUATRO MIL DOSCIENTOS CINCUENTA Y DOS EUROS CON CUARENTA Y NUEVE CÉNTIMOS (664.252,49 €) y está dividido en 66.425.249 PARTICIPACIONES SOCIALES , números UNO (1) al SESENTA Y SEIS MILLONES CUATROCIENTOS VEINTICINCO MIL, DOSCIENTAS CUARENTA Y NUEVE (66.425.249), ambos inclusive, de UN CÉNTIMO (0,01 €) de valor nominal cada una de ellas, indivisibles y acumulables, que no tendrán el carácter de valores, ni estartán representadas por medio de tiiulos o de anotaciones en cuenta, ni se denominarám acciones."

TERCERO .- DELEGACIÓN DE FACULTADES.

La Junta decide facultar a los Consejeros de la Sociedad para que, cualquicra de ellos, pueda, en su caso, clevar a público las decisioncs adopladas, facultándoles especialmente en todo lo necesario y convenienle para su ejecución, desarrollo y curnplimiento, para firmar cuantos documentos pubhcos o privados, incluidos los de indole fiscal, sean precisos o convenientes parn su mejor ejccución hasta llegar a su inscripción en el Registro Mercantil, pudiendo otorgar incluso escriluras de ratificación, subsanación y/o aclaración a la vista de las sugerencias verbales y/o la calificacion escrita del Rcgistrador Mercantil.

CUARTO. - REDACCIÓN, LECTURA Y APROBACIÓN DEL ACTA DE LA JUNTA.

No hacienda uso de la palabra en el turno de ruegos y preguntas ninguno de las asistentes y no formalizándose ulteriores cucstiones, el Secrctario procedió a la redacción y lectura de la prcscnte Acta quc. fue aprobada uriarumernente par los asistentes y firrnada a continuaci6n por el Presidente y el Secrelario de la Junta.

EL PRESIDENTE DE LA JUNTA
 
EL SECRETARIO DE LA JUNTA
 
 
 
/s/ Pablo Gutiérrez Gómez
 
/s/ Ana Gómez Rodríguez
D. Pablo Guitérrez Gómez
 
Dńa Ana Gómez Rodríquez

7


MINUTES OF THE GENERAL SHAREHOLDER'S MEETING OF THE COMPANY BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L.

In Madrid, at 9:00 a.m., on 30 June 2017, at Velazquez 12, Planta Baja, 28001, Madrid, being present or duly represented all the shareholders of the company BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L. (the " Company ''), with C.I.F. number B47729934, as recorded in the list of attendees set out in the minutes, representing 100% of the Company's share capital, they have agreed on an unanimous vote to hold an Extraordinary and Universal General Shareholders Meeting in accordance with Section 178 of the Spanish Companies Act.

Before discussing the points included in the Agenda, the list of attendees of the meeting, which is as follows, is drawn up:

The company Creux Análisis Estratégicos, S.L., duly represented by Mr. Emilio Gutiérrez Gómez, holder of 11,721,379 shares, which represents 23.45% of the share capital.

/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez

Mr. Emilio Gutiérrez Gómez , holder of 5,024,443 shares, which represents 10.05% of the share capital.

/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez

Mr. Emilio Gutierrez Gómez also attends to this meeting as Director of the Board of Directors of the Company.

Mr. Carlos Blázquez Escudero , duly represented by Mr. Pablo Gutierrez Gómez, holder of 4,212,731 shares, which represents 8.43% of the share capital. Mr. Pablo Gutierrez Gómez acts in the name and on behalf of Mr. Carlos Blázquez Escudero by virtue of a special power of attorney (proxy) granted in his favor.

/s/ Carlos Blázquez Escudero
Mr. Carlos Blázquez Escudero

Mr. Ricardo Arjona Antolín , holder of 41910,077 shares, which represents 9.82% of the share capital.

/s/ Ricardo Arjona Antolín
Mr. Ricardo Arjona Antolín

Mr. Ricardo Arjona Antolin also attends to this meeting as Director of the Board of Directors of lhe Company.

Ms. Ana Gómez Rodríguez , holder of 4,495,819 shares, which represents 8.995% of the share capital.

/s/ Ana Gómez Rodríguez
Ms. Ana Gómez Rodríguez

Ms. Ana Gómez Rodríguez also attends to this meeting as Secretary and Director of the Board of Directors of the Company.

Mr. Luis Hilario Guerra Trueba , duly represented by Mr. Emilio Gutierrez Gómez, holder of 2,781,290 shares, which represents 5.565% of the share capital. Mr. Emilio Gutiérrez Gómez acts in the name and on behalf of Mr. Luis Hilario Guerra Trueba on virtue of a special power of attorney (proxy) granted on his favor.


1


/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez

The company Floema Biotec, S.L. , duly represented by Mr. Antonio de Leyva Tejada, holder of 10,654,955 shares, which represents 21.32% of the share capital. Mr. Antonio de Leyva Tejada acts in the name and on behalf of the entity Floema Biotec, S.L. by virtue of a special power of attorney (proxy) granted on his favor.

/s/  Antonio De Leyva Tejadaon
Mr. Antonio de Leyva Tejada

Mr. Jorge Hernandez Esteban , holder of 3,757,607 shares, which represents 7.52% of the share capital.

/s/ Jorge Hernández Esteban
Mr. Jorge Hernandez Esteban

Mr. Yahia El-Amrani Bentahar , duly represented by Mr. Emilio Gutiérrez Gómez, holder of 2,426,699 shares, which represents 4.85% of the share capital. Mr. Emilio Gutiérrez Gómez acts in the name and on behalf of Mr. Yahia El-Amrani Benlahar on virtue of a special power of attorney (proxy) granted on his favor

/s/ Emilio Gutiérrez Gómez
Mr. Emilio Gutiérrez Gómez

Mr. Pablo Gutiérrez Gómez , attends in his condition of Chairman and Director of the Board of Directors of the Company.

/s/ Pablo Gutiérrez Gómez
Mr. Pablo Gutiérrez Gómez

Furthermore, the following entities attend to this meeting, duly represented, for the purpose of the Second Resolution to be approved at the meeting.

The company Dyadic International (USA), Inc. , duly represented by Mr. Antonio Cańadas Bouwen, in his condition of special attorney.

/s/ Antonio Cañadas Bouwen
Mr. Antonio Cañadas Bouwen

The company Inveready Innvierte Biotech II, S.C.R., S.A. , duly represented by Mr. Roger Piqué Pijuan, in his condition of general attorney.

/s/ Roger Piqué Pijuan
Mr. Roger Piqué Pijuan

Thus, being present all the shareholders of the Company, representing 100% of the Company's share capital, the attendees approve unanimously to hold the Extraordinary and Universal General Shareholders Meeting to discuss and deliberate the following Agenda:


2


AGENDA

FIRST - CLARIFICATION OF THE ALLOCATION TO THE SHAREHOLDERS OF THE SHARES CREATED BY THE INCREASES OF CAPITAL FORMALIZAED BY VIRTUE OF THE PUBLIC DEED GRANTED BEFORE THE PUBLIC NOTARY OF VALLADOLID, MR. JAVIER GÓMEZ MARTÍNEZ, ON 31 JANUARY 2017, UNDER NUMBER 399 OF HIS PUBLIC RECORDS.

SECOND - SHARE CAPITAL INCREASE OF THE COMPANY AND AMENDMENT OF THE COMPANY'S BY-LAWS.

THIRD - DELEGATION OF FACULTIES.

FOURTH - DRAFTING, READING AND APPROVAL OF THE MINUTES OF THE GENERAL SHAREHOLDERS MEETING.

The shareholders unanimously appointed Mr. Pablo Gutierrez Gómez and Ms. Ana Gómez Rodríguez as Chairman and Secretary to the General Meeting, respectively.

The General Shareholder's Meeting exempts the non-present member of the Board of Directors, Mr. José Pellicer España, from his duty to attend the General Meeting in accordance with Article 180 of the Spanish Comparucs Act.

The session is declared open by the Chairman, who declares the meeting with sufficient quorum to adopt valid resolutions, being present or duly represented all the shareholders of the Company representing 100% of the Company's share capital, and proceed to discuss the resolutions proposed in the Agenda, which were then unanimously approved by the attending shareholders as follows:

RESOLUTIONS

FIRST .- CLARIFICATION OF THE ALLOCATION TO THE SHAREHOLDERS OF THE SHARES CREATED BY THE INCREASES OF CAPITAL FORMALIZAED BY VIRTUE OF THE PUBLIC DEED GRANTED BEFORE THE PUBLIC NOTARY OF VALLADOLID, MR. JAVIER GÓMEZ MARTÌNEZ, ON 31 JANUARY 2017, UNDER NUMBER 399 OF HIS PUBLIC RECORDS.

The General Shareholders Meeting unanimously approves to clarify and put on record that the allocation of the new shares created by virtue of the Company's share capital increases formalized by virtue of the Public Deed granted before the Public Notary of Valladolid, Mr. Javier Gómez Martìnez, on 31 January 2017, under number 399 of his records (the " Public Deed ") was the following:

The company Creux Análisis Estratégtcos, S.L. subscribed 1,943,515 shares, .numbered from 41,985,001 to 43,033,003 and from 46,485,001 to 47,380,512, all of them inclusive.

Mr. Ricardo Arjona Antolin subscribed 853,380 shares, numbered from 43,033,004 to 43,467,804 and from 47,380,513 to 47,799,091, all of them inclusive.

Mr. Carlos Blázquez Escudero subscribed 741,771 shares, numbered from 43,467,805 to 43,839,825 and from 47,799,092 to 48,168,841, all of them inclusive.

Ms. Ana Gómez Rodríguez subscribed 787,079 shares, numbered from 43,839,826 to 44,237,332 and from 48,168,842 to 48,558,413, all of them inclusive.

Mr. Emilio Gutiérrez Gómez subscribed 871,684 shares, numbered from 44,237,333 to 44,682,429 and from 48,558,414 to 48,985,000, all of them inclusive.

Mr. Luis Hilario Guerra Trueba subscribed 2,203,896 shares, numbered from 44,682,430 to 45,886,325 and from 48,985,001 to 49,985,000, all of them inclusive.

Mr. Jorge Hernández Esteban subscribed 363,757 shares, numbered from 45,886,326 to 46,250,082, both inclusive.


3


Mr. Yahia El-Amrani Bentahar subscribed 234.918 shares, numbered from 46,250,083 to 46,485,000, both inclusive.

Additionally, the General Shareholders Meeting unanimously approves to state that in the Public Deed, because of a typographical error, it was stated that the disbursement executed by the shareholder Mr. Luis Hilario Guerra Trueba in the first share capital increase amounted to a total amount of € 12,042.00 instead of the correct amount of € 12,038.96 as it is indicated in the banking certificate attached to the referred Public Deed.

The foregoing clarifications, in any case neither amend the figures related to the subscribed share capital increases by virtue of the Public Deed, nor the number of the shares subscribed by each of the shareholders in such. share capital increases.

SECOND .- SHARE CAPITAL INCREASE OF THE COMPANY AND AMENDMENT OF THE COMPANY'S BY-LAWS.

The General Shareholders Meeting unanimously approves to increase the share capital of the Company in the amount of € 164,402.49 , that is, to the amount of € 664,252.49 by creating 16,440,249 new shares, each with a par value of € 0,01, numbered consecutively from 49,985,001 to 66,425,249, both inclusive. The new shares are created with a total share premium amounting to € 1,269,597.51 that is, € 0,077 per share.

The new shares will have the same economic and political rights that the existing shares of the Company.

Additionally, in this act, all the shareholders of the Company, that is, Creux Análisis Estratégiccs, S.L., Mr. Emilio Gutiérrez Gómez, Mr. Carlos Blázquez Escudero, Mr. Ricardo Arjona Antolín, Ms. Ana Gómez Rodríguez, Mr. Luis Hilario Guerra Trueba, Floema Biotec, S.L., Mr. Jorge Hernández Esteban and Mr. Yahia Bl-Amrani Bentahar, all of them present at this Meeting or duly represented by their legal representatives, totally resign to their pre-emptive right over the new shares created by virtue of the capital increase of the Company. Furthermore, the General Meeting unanimously approves that the entities Dyadic International (USA), Inc. and lnveready Innvierte Biotcch II, S.C.R., S.A., present at this Meeting and duly represented by their legal representatives, subscribe the new shares created, and they expressly accept and subscribe the new shares in the manner and under the terms and conditions established in this resolution unanimously approved by the General Shareholders Meeting.

Pursuant to the Article 198.4.1° of the Commercial Registry Regulations, it is established that the subscription of the new shares through their total disbursement of their par value and the corresponding share premium shall be carried out by cash contribution as follows:

a)
The entity Dyadic Intenational (USA), Inc., with company identification number (EIN) 65-0645993, of American nationality, with its registered office at calle 140 Intrecoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-USA, duly represented by Mr. Antonio Cañadas Bouwen in his capacity of special attorney, present at this Meeting, subscribes 10,707,750 new shares, numbered from 49,985,001 to 60,692,750, both inclusive, and the disbursement of such shares shall be made through cash contribution of their total par value, that is, Euros 107,077.50, and of the corresponding total share premium, that is,€ 826,922.50 (amounting to a total sum of € 934,000), into the bank account number ES43-0049-0133-1120-1069-4591 of the Company at Banco Santander, S.A.

Once the disbursement has been made, the ownership of the newly created shares will be registered in the Shareholders Registry Book of the Company in favour of Dyadic International (USA), Inc.

b)
The entity Inveready Irmvierte Biotech II, S.C.R., S.A., with N.I.F. number A-65888232, of Spanish nationality, with its registered office at calle Cavallers, SO, 08034 Barcelona, duly represented by Mr. Roger Piqué Pijuan, in his capacity as general attorney, present at this Meeting, subscribes 5,732,449 new shares, numbered 60,692,751 to 66,425,249 both inclusive, and the disbursement of such shares shall be made through cash contribution of their total par value, that is, Euros 57,324.99 and of the corresponding total share premium, that is, € 442,675.01 (amounting to the total sum of€ 500,000), into the bank account number ES48-0128-0209-1801-0001-2303 of the Company at Bankinter, S.A

Once the disbursement has been made, the ownership of the newly created shares will be registered in the Shareholders Registry Book of the Company in favour of lnveready Inrrvierte Biotech II, S.C.R., S.A.


4


The General Shareholders Meeting unanimously approves the subscription of the abovementioned shares by the entities Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R., S.A. in the manner mentioned before. Furthermore, the General Shareholders Meeting unanimously approves that the capital increase agreed shall be paid up in cash by the entities Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R, S.A., through the transfer of the 100% of the par value of the new shares subscribed by each of them and their corresponding share premium, that is, the total amount of € 1,434,000, into the before mentioned bank accounts and before the end of this date (i.e. 30 June 2017), which shall be accredited with the corresponding banking certificates.

Notwithstanding the foregoing, the General Shareholders Meeting unanimously approves that, if for any reason the par value of the total of the newly created shares and the corresponding share premium is not disbursed by the two abovementioned entities, the approved share capital increase shall not have effects, condition which is expressly accepted by the entities Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R., S.A.

By virtue of the foregoing and subject to the total disbursement of the par value and share premium of the newly created shares, the General Shareholders Meeting unanimously approves to amend Article 5 of the Bylaws, which shall be read as follows:

" ARTICLE 5 .- The share capital is EUR 664,252.49 , and it is divided into 66,425,24:9 SHARES , numbered from 1 to 66,425,2491 both inclusive, of EUR 0,01 , par value each, indivisible and cumulative, not to be deemed securities nor represented in certificates or book entries and not to be called shares".

THIRD .- DELEGATION OF FACULTIE S.

The General Shareholders Meeting unanimously approves to expressly empower the Directors of the Company, so that any of them, indistinctly, may formalise the decisions hereby adopted, especially empowering them to do everything which is necessary and convenient for their execution and performance, to sign whatever public or private documents, including tax documents, as may be necessary or convenient, and to undertake whatever actions as are suitable for their performance, until they are registered with the Commercial Registry. They are also empowered to execute public deeds of ratification, substitution and/ or clarification in the light of the verbal suggestions and/ or written opinions of the Commercial Registry.

FOURTH .- DRAFTING, READING AND APPROVAL OF THE MINUTES OF THE GENERAL SHAREHOLDERS MEETING.

And there being no further matters to be dealt, the session is adjourned so that the minutes can be drawn up and they were then read by the Secretary, being unanimously approved by all the attendees, and signed by the Secretary with the approval of the Chairman.

THE CHAIRMAN OF THE MEETING
 
THE SECRETARY OF THE MEETING
 
 
 
/s/ Pablo Gutiérrez Gómez
 
/s/ Ana Gómez Rodríguez
Mr. Pablo Gutiérrez Gómez
 
Ms. Ana Gómez Rodríguez

5


EXHIBIT D2
Minutes of the Sole Shareholder of VLP

6


ACTA DE CONSIGNACIÓN DE LAS DECISIONES DEL SOCIO ÚNICO DE LA SOCIEDAD VLP THE VACCINES COMPANY, S.L.U.
 
 
 
 
 
En Madrid, a las 9:30 a.m., el dia 30 de junio de 2017, en la calle Velázquez 12, Planta Baja, 28001, Madrid, el socio único de la sociedad VLP THE VACCINES COMPANY, S.L.U. (la " Sociedad "), la entidad BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L. (el " Socio Único "), que representa la totalidad del capital social, por medio de su rcpresentante legal D. Pablo Gutiérrez Gómcz , en calidad de consejero delegado del Socio Único.

Asimismo, asisten las siguienles entidades, debidamente representadas, a las efectos de la primera decisión a adoptar en la presente Junta:

La sociedad Dyadic International (USA), Inc. , representada en este acto por D. Antonio Cañadas Bouwen, en su condición de apoderado especial de la misma.

/s/ Antonio Cañadas Bouwen
D. Antonio Cañadas Bouwen

La sociedad Inveready Innvicrte Biotcch II, S.C.R., S.A. , representada e n este acto por D. Roger Piqué Pijuan, en su condición de apoderado general de la misma.

/s/ Roger Piqué Pijuan
D. Roger Piqué Pijuan


En virtud de lo ant e rior, el Socio Único decide adoptar, al amparo del artículo 15 de la Ley de Sociedades de Capital, las siguientes
DECISIONES

PRIMERA . - AUMENTO DEL CAPITAL SOCIAL DE LA SOCIEDAD Y CORRESPONDIENTE MODIFICACIÓN ESTATUTARIA.

El Socio Único decide aumentar el capital social de la Sociedad en la cifra de SETENTA Y OCHO MIL SEISCIENTOS QUINCE EUROS CON CUARENTA CÉNTIMOS (78.615,40 €) , es decir, hasta la nueva cifra de DOSCIENTOS VEINTICUATRO MIL SEISCIENTOS QUINCE EUROS CON CUARENTA CÉNTIMOS (224.615,40 Euros) , mediante la creación de SETECIENTAS OCHENTA Y SEIS MIL CIENTO CINCUENTA Y CUATRO (786.154) nuevas participaciones de DIEZ CÉNTIMOS (0,10 €) de valor nominal cada una de ellas, numeradas del 1.460.001 al 2.246.154, ambos inclusive. Las nuevas participaciones se crean con una prima de asunción total de SEISCIENTOS VEINTIÚN MIL TRESCIENTOS OCHENTA Y CUATRO CON SESENTA CÉNTIMOS (621.384,60 €) , es decir, aproximadamente 0,79 € por participación.

Las nuevas participaciones tendrán los mismos derechos políticos y económicos que las restantes parlicipaciones de la Sociedad actualmente en circulación.

Asimismo, en este mismo acto, el Socio Ú nico de la Sociedad, Biotechnology Developments for Industry, S.L., de nacionalidad española, con domicilio social en avenida Francisco Vallés 8, 47151, Boecillo (Valladolid), con C.I . F. número B-47729934, constituida por tiempo indefinido mediante escritura de constitución otorgada ante el Notario de Madrid D. Jorge Prades López, el dia 22 de septiembre 2014, bajo el número 789 de orden de su protocolo e inscrita en el Registro Mercantil de Valladolid al Torno 1477, Folio 91, Hoja VA-27242 y representada en este acto por D. Pablo Gutiérrez Gómez en su calidad de consejero delegado de la rnisma, presente en la Junta, manifiesta su deseo de ejercitar parcialrnente su derecho de asunción preferente sobre las nuevas participaciones creadas en el aumento de capital de

7


la Sociedad, mediante la asunción de TRESCIENTAS DIECIOCHO MIL NOVECIENTAS CINCUENTA Y CUATRO (318.954) nuevas participaciones sociales, ruimeros 1.460.001 a 1.778.954, ambos inclusive, cuyo desembolso total se realizará mediante aportación dineraria, a través de ingreso de su valor nominal total, es decir TREINTA Y UN MIL OCHOCIENTOS NOVENTA Y CINCO EUROS CON CUARENTA CÉNTIMOS (31.895,40 €), así como la prima de asunción total correspondiente, es decir, DOSCIENTOS CINCUENTA Y DOS MIL CIENTO CUATRO EUROS CON SESENTA CÉNTIMOS (252.104,60 €) (haciendo un total de 284.000 €), en la cuenta n° F.506-0128-0209-1605-0000-1193 que la Sociedad mantiene abierta en Bankinter, S.A. Adicionalmente, el Socio Ú nico, renuncia a su derecho de asunción preferente sobre las restantes nuevas participaciones sociales que le pudieran corresponder, creadas con motivo del aumento de capital de la Sociedad. Asimismo, el Socio Ú nico decide que las entidades Dyadic International (USA), Inc. e Inveready Innvierte Biotech II, S.C.R., S.A. , presentes en la Junta y debidamente representadas a través de sus representantes legales, suscriban las restantes nuevas participaciones sociales creadas, quienes lo aceptan expresamente y asumen las nuevas participaciones, en la forma y en los términos y condiciones establecidos en el presente acuerdo decidido por el Socio Ú nico.

Una vez realizado el desembolso, se hará constar la titularidad de las nuevas participaciones sociales a favor de BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L. en el Libra Registro de Socios de la Sociedad.

A los efectos del articulo 198.4.1 ° del Reglamento del Registro Mercantil, se hace constar que la asunción de las restantes nuevas participaciones, mediante su desembolso íntegro por su valor nominal total así coma la prima correspondiente, se lleva a cabo mediante aportación dineraria coma sigue:

a)
La sociedad Dyadic International (USA), Inc. , con número de identificación (EIN)65 - 0645993, de nacionalidad estadounidense, con domicilio social en calle 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-USA, representada en este acto par D. Antonio Cañadas Bouwen en su calidad de apoderado especial de la misma, presente en la Junta, asume SETENTA Y CUATRO MIL CIENTO VEINTITRÉS (74.123) nuevas participacioncs sociales, nurncros 1.778.955 a l1.853.077, ambos inclusive, cuyo desembolso total realizará mediante aportación dineraria, a través del ingreso de su valor nominal total, es decir, SIETE MIL CUATROCIENTOS DOCE EUROS CON TREINTA CÉNTIMOS (7.412,30 €),asi coma la prima total corresporidiertte, es declr, CINCUENTA Y OCHO MIL QUlNIENTOS OCHENTA Y SIETE EUROS CON SETENTA CÉNTIMOS (58.587,70 €) (hacienda un total de 66.000 €), en la cuenta n°          que la Sociedad mantiene abierta en el Banco Santander, S.A.

Una vez realizado el deserobolso, se hara coristar la titularidad de las nuevas participaciones socialos a favor de Dyadi c Int e rnational (USA), Inc. en cl Libra Registro de Socios de la Sociedad.

b)
La sociedad Inveready Innvierte Biotech II, S.C.R., S.A. , con N.I.F. rrumero A-65888232, de nadonalidad espariola, con domi c ilio social en ca1le Cavaliers, 50,08034 Barcelona, representada en este acto par D. Roger Pique Pijuan en su calidad de apodcrado general de la misma, presente en la Junta, asume TRESCIENTAS NOVENTA Y TRES MIL SETENTA Y SIETE (393.077) nuevas participacioncs sodales, rurmeros 1.853.078 al 2.246.154, ambos inclusive, cuyo desembolso total realizara mediante aportación dineraria, a traves del ingreso de su valor nominal total, es decir, TREINTA Y NUEVE MIL TRESCIENTOS SIETE EUROS CON SETENTA CÉNTIMOS (39.307,70 €), asf coma la prima total correspondiente, es decir, TRFSCIENTOS DIEZ MIL SEISCIENTOS NOVENTA Y DOS EUROS CON TREINT A CÉNTIMOS (310.692,30 €) (hacienda un total de 350.000 €), en la cuenta n°          que la Sociedad mantiene abierta en Bankinter, S.A.

Una vez realizado el desembolso, se hará constar la titularidad de las nuevas participaciones sociales a favor de Inveready Innvierte Biotech II, S.C . R . , S.A . , en el Libro Registro de Socios de la Sociedad.

El Socio Único decide que se lleve a cabo la asunción de las anteriores participaciones y sus respectivas primas por las entidades Biotechnology Developments for Industry S.L., Dyadi c lntemational (USA), Inc . e In.veready Innvierte Biotech TI, S.C.R., S.A en la forma an.terionnente mencionada . Asimisrno, el Socio Único decide que el aumento de capital acordado debera ser desembolsado en metalico por las entidades Biotechnology Developments for Industry S . L., Dyadic International (USA), In c . e Inveready Innvierte Biotcch U, S . C.R., S.A, mediante ingreso del 100 % del valor nominal de las nuevas participaciones que cada uno de ellos ha suscrito y de sus respectivas

8


primas, es decir, par el importe total de SETECIENTOS MIL EUROS (700.000 €), en las cuentas bancarias antes resefiadas y an t es del final del dia de hoy (i.e . 30 de junio de 2017), lo que se acredi t ara con las correspondientes ce rtificad o s bancarios.

No obstante lo anterior, el Socio Unico decide que si por cualquier motivo no se desembolsase par las tres entidades arriba referidas el valor nominal y la prima d e asunción correspondiente a la totalidad de las nuevas participaciones sociales creadas, la ampliación de capital del presente acuerdo quedara sin efecto, lo cual es expresamente aceptado por las entidades Biotechnology Develompents for Industry, S.L., Dyadic International (USA), Inc. e Inveready Innvierte Biotech II, S.C.R., S.A.

Como consecuencia de lo anterior, y condicionado al efectivo desembolso del valor nominal total de las participaciones y de sus respectivas primas, objeto del presente aumento de capital, el Socio Único decide modificar el articulo 5° de los estatutos sociales de Ia Sociedad, el cual quedará con la siguiente nueva redación:

" Articulo 5° .- Capital social y participaciones sociales. El capital social. queda fijado en la cifra de DOSCIENTOS VEINTICUATRO MIL SEISCIENTOS QUINCE EUROS CON CUARENTA CENTIMOS (224.615,40 Euros), totalmente desembolsados y esta dividido en DOS MILLONES DOSCIENTAS CUARENTA Y SEIS MIL CIENTO CINCUENTA Y CUATR (2.246.154) participaciones sociales, de DIEZ CENTIMOS (0,10 Euros) de valor nominal, cada una, numeradas correlativamente del 1 al 2.246 . 154, ambos inclusive, que no podran esiar represeniadas por media de titulos, ni de anotaciones en cuenia, ni denominarse acciones",

SEGUNDA .- DELEGACIÓN DE FACULTADES.

El Socio Unico decide facultar a cualquiera de los miembros del órgano de administracicn de la Sociedad para que, cualquiera de ellos, pueda, en su caso, elevar a publico las decisiones adoptadas, facultandoles especialmente en todo lo necesarlo y conveniente para su ejecución, desarrollo y cumplimiento, para firmar cuantos documentos publicos o privados, incluidos los de indole fiscal, sean precises o convenientes para su mejor ejecución hasta llegar a su inscripcion en el Registro Mercantil, pudiendo otorgar incluso escrituras de ratificación, subsanación y/o aclaración a la vista de las sugerendas verbales y/o la calificación escrita del Registrador Mercantil.

Lo que se consigna en el presente acta, de conformidad con lo previsto en el arnticulo 15 LSC y el articulo 97.2 del Reglamento del Registro Mercantil, siendo dicha acta leida y firmada en prueba de conformidad por el representante del Socio Unico, en el lugar y la fecha citados en el encabezamiento.

El Socio Unico


/s/ Pablo Gutiérrez Gómez
Biotechnology Developments for
Industry, S.L.
, a través de su representante
D. Pablo Gutiérrez Gómez





9


MINUTES OF THE DECISIONS OF THE SOLE SHAREHOLDER OF THE COMPANY VLP THE VACCINES COMPANY, S.L.U.
 
 
 
 
 

In Madrid, at 9:30 a.m., on 30 June 2017, al calle Velázquez 12, Planta Baja, 28001, the sole shareholder of the company VLP THE VACCINES COMPANY, S.L.U. (the " Company "), the company BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY, S.L . (the " Sole Shareholder "), representing the entire share capital, duly represented by its representative Mr. Pablo Gutierrez G6mez in his capacity as Managing Director of the Sole Shareholder.

Furthermore, the following entities attend, duly represented, for the purpose of the first decision to be approved at the Meeting.

The entity Dyadic International (USA), Inc. , duly represented by Mr. Antonio Cañadas Bouwen, in his condition of Managrng Director.

/s/ Antonio Cañadas Bouwen
D. Antonio Cañadas Bouwen

The entity Inveready Innvierte Biotech II, S.C.R., S.A. , duly represented by Mr . Roger Piqué Pijuan, in his condition of general attorney.

/s/ Roger Piqué Pijuan
D. Roger Piqué Pijuan

Pursuant to the abovementioned, th e Sole Sharehold e r adopts, according to article 15 of the Spanish Companies Act, the following

DECISIONS

FIRST .- SHARE CAPITAL INCREASE OF THE COMPANY AND AMENDMENT OF THE COMPANY'S BY-LAWS.

The Sole Shareholder decides to increase the share capital of the Company in the amount of EUR 78,615.40 that is, to the amount of EUR 224,615.40 by issuing 786,154 new shares, each with a par value of EUR 0.10, numbered consecutively from 1,460,001 to 2,246,154 , both inclusive. The new shares are created with. a total share premium amounting to EUR 621,384.60 , that is, EUR 0.79 per share.

The new shares will have the same economic and political rights that the existing shares of the Company.

Furthermore, in this act, the Sole Shareholder of the Company, the company Biotechnology Developments for Industry, S.L., of Spanish nationality, with C.I.F. number B-47729934, and with registered office at avenida Francisco Valles 8, 47151, Boecillo (Valladolid), incorporated for an indefinite term by the Public Deed granted before the Notary from Madrid Mr. Jorge Prades López, on 22 September 2014, under number 789 of his records, and duly registered at the Commercial Registry of Valladolid, on Volume 1477, Sheet 91, Page VA-27242 and duly represented in this act by Mr. Pablo Gutiérrez Górnez in his capacity as Managing Director, present at this Meeting, represents his will to partially exercise his pre-emptive subscription right over the new shares issued by the capital increase, by the subscription of 318,954 new shares, numbered from 1,460,001 to 1,778,954, both inclusive, and the disbursement of such shares shall be made through cash contribution of their total par value, that is, EUR 31,895.40, and of the corresponding total share premium, that is, EUR 252,104.60 (amounting to the total sum of EUR 284,000), into the bank account number ES06-0128-0209-1605-0000-1193of the Company at Bankinter, S.A.

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Additionally, the Sole Shareholder resigns to his pre-emptive right over the remaining new shares created by virtue of the capital increase of the Company. Furthermore, the Sole Shareholder decides that the entities Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R.L S.A. , present at this Meeting and duly represented by their legal representatives, subscribe the remaining new shares created, and they expressly accept and subscribe the new shares in the manner and under the terms and conditions established in this resolution.

Once the disbursement has been made, the ownership of the newly created shares will be registered in the Shareholders Registry Book of the Company in favour of Biotechnology Developments for Industry, S.L.

Pursuant to the Article 198.4.1° of the Commercial Registry Regulations, it establishes that the subscription of the remaining new shares, by the total disbursement of its par value as well as its relevant share premium, it is performed by the following cash contribution as follows:

a)
The entity Dyadic International (USA), Inc. , with company identification number (EIN) 65-0645993, of American nationality, with its registered office at calle 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-USA, duly represented by Mr. Antonio Cañadas in his capacity as Special Attorney, present at this Meeting, subscribes 74,123 new shares, numbered from 1,778,955 to 1,853,077, both inclusive, and the disbursement of such shares shall be made through cash contribution of their total par value, that is, EUR 7,412.30, and of the corresponding total share premium, that is, EUR 58,587.70 (amounting to a total sum of EUR 66,000), into the bank account number          of the Company at Banco Santander, S.A.

Once the disbursement has been made, the own e rship of the newly created shares will be registered in the Shareholders Registry Book of the Company in favour of Dyadic International (USA), Inc.

b)
The entity Inveready Innvicrte Biotech II, S.C.R., S.A., with N.I.F. number A - 65888232, of Spanish nationality, with its register e d office at calle Cavallers, 50,08034 Barcelona, duly represented by Mr. Roger Piqué Pijuan, in his capacity as general attorney, present at this Meeting, subscribes, 393,077 new shares, numbered from 1,853,078 to 2,246,154, both inclusive, and the disbursement of such shares shall be made through cash contribution of their total par value, that is, EUR 39,307.70, and of the corresponding total share premium, that is, EUR 310,692.30 (amounting to the total sum of EUR 350,000), into the bank account number          of the Company at Bankinter, S.A.

Once the disbursement has been made, the own e rship of the newly created shares will be registered in the Shareholders Registry Book of the Company in favour of Inveready Innvierte Biotcch IT, S.C.R., S.A.

The Sole Shareholder decides the subscription of the abovementioned shares and of the corresponding share premium by the entities Biotechnology Developments for Industry, S.L., Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R., S.A. in the mariner mentioned before. Furthermore, U1e Sole Shareholder decides that the capital increase agreed shall be paid up in cash by the entities Biotechnology Developments for Industry, S.L., Dyadic International (USA), Inc. and Inveready Innvierte Biotech II, S.C.R., S.A., through the transfer of the 100% of the par value of the new shares subscribed by each of them and their corresponding share premium, that is, the total amount of € 700,000, into the above mentioned bank accounts and before the end of this date (i.e. 30 June 2017), which will be accredited with the corresponding ban.king certificates.

Notwithstanding the foregoing, the Sole Shareholder decides that, if for any reason the par value of the total of the newly created shares and the corresponding share premium were not disbursed by the three abovementioned entities, the approved share capital increase would not have effects, condition which is expressly accepted by the entities Biotechnology Developments for Industry, S.L., Dyadic International (USA), Jnc, and Inveready Innvierte Biotech II, S.C.R., S.A.


11


By virtue of the foregoing and subject to the total disbursement of the par value and the corresponding share premium of the newly created shares, the Sole Shareholder decides to approve to amend Article 5" of the Bylaws, which shall be read as follows:

" Article 5 .- Share Capital and shares. The share capital is EUR 224,615.40 , fully paid up and it is divided into 2,246,154 shares , of EUR 0.10 par value each, numbered consecutively from 1 to 2,246,154, both inclusive, not to be deemed securities nor represented in certificates or book entries and not to be called shares."

SECOND .- DELEGATION OF FACULTIES.

The Sole Shareholder decides to expressly empower any of the members of the governing body of the Company, so that any of them, indistinctly, may formalise the decisions hereby adopted, especially empowering them to do everything which is necessary and convenient for their execution and performance, to sign whatever public or private documents, including tax documents, as may be necessary or convenient, and to undertake whatever actions as are suitable for their performance, until they are registered with the Commercial Registry. They are also empowered to execute public deeds of ratification, substitution and/ or clarification in the light of the verbal suggestions and/ or written opinions of the Commercial Registry.

The precedent is herein recorded pursuant to article 15 of the Spanish Companies Act and to article 97.2 of the Commercial Registry Regulations. These minutes, after being read, are signed in prove of acceptance by the legal representative of the Sole Shareholder, in the place and on the date set forth above.

The Sole Shareholder

/s/ Pablo Gutiérrez Gómez
BIOTECHNOLOGY DEVELOPMENTS FOR
INDUSTRY, S.L. hereby represented by Mr. Pablo
Gutiérrez Gómez

12


ARAN C EL NOTARIAL . DERECHOS DEVENGAO O S . A ranc e l a p l ica b l e , n um e ros : 2 , 4
C onc ep lo( s ) : CUMPLIMIENTO DE CONDICIONES Y A C U E RDO DE INVERSION
Ba s e ( s ) : VALOR ( ES ) DE C LARADO ( S ) TOTAL :                         ( lmp u estos e xcl u ido s )

ES COPIA DE SU ORIGINAL que, bajo el número de orden al princi pio i ndi c ado , obra en el protocolo general de instrumentos públicos de DON IGNACIO MARTÍNEZ - GIL VICH, donde queda anotada. Y para LOS COMPARECIENTES, según intervienen, la expido, yo, JOSÉ LUIS MARTÍNEZ-GIL VICH, como sust i tuto por imposibilidad accidental d e mi compañero de residencia, en doscientos veintidos folios de papel de uso exclusivo para documentos notariales, números: el del presente y los doscientos veintiun anteriores en orden ascendente correlativo de la misma serie. En Madrid , a tres de julio de dos mil diec i sie t e; DOY FE .



STAMP3.JPG


13
Exhibit 3.1

 
EX31IMAGEA01.JPG
PAGE 1

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "DYADIC INTERNATIONAL, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2002, AT 9 O'CLOCK A.M.
RESTATED CERTIFICATE, CHANGING ITS NAME FROM "CCP WORLDWIDE, INC." TO "DYADIC INTERNATIONAL, INC.", FILED THE FIRST DAY OF NOVEMBER, A.D. 2004, AT 7:46 O'CLOCK P.M.
RESTATED CERTIFICATE, FILED THE THIRD DAY OF NOVEMBER, A.D. 2004, AT 1:17 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.





 
A31IMAGE2.JPG
 



RESTATED CERTIFICATE OF INCORPORATION
OF
DYADIC INTERNATIONAL, INC.


Dyadic International, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "GCL"), hereby certifies as follows:

First: The name of the Corporation is Dyadic International, Inc. A Certificate of Incorporation of the Corporation was originally filed by the Corporation with the Secretary of State of Delaware on September 23, 2002 , and an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on November l, 2004. The Corporation was originally incorporated under the name CCP Worldwide, Inc.

Second: This Restated Certificate of Incorporation restates and integrates, but does not farther amend, the provisions of the Certificate of Incorporation of the Corporation as originally filed and heretofore amended or supplemented , and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 245 of the GCL, and was approved by unanimous written consent of the directors of the Corporation without a vote of the stockholders.

Third: The text of the Certificate of Incorporation of the Corporation is hereby restated and superseded to read in its entirety as fol1ows:

ARTICLE I
NAME OF CORPORATION

The name of this corporation (the "Corporation") is Dyadic International , Inc .

ARTICLE II
REGISTERED OFFICE

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "GCL").


 
 
State of Delaware
 
 
Secretary of State
 
 
Division of Corporations
 
 
Delivered 01:17PM 11/03/2004
 
 
FILED 01:17 PM 11/03/2004
 
 
SRV 040792475 - 3571891 FILE


ARTICLE IV
AUTHORIZED STOCK

The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be one hundred five million (105,000,000) shares, of which one hundred million (100,000,000) shares shall be common stock, par value $0.001 per share (the "Common Stock"), and five million (5,000,000) shares shall be preferred stock, par value $0.0001 per share (the "Preferred Stock"). All of the shares of Common Stock shall be of one class.

The shares of Preferred Stock shall be undesignated Preferred Stock and may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issuance and duly adopted by the Board of Directors of the Corporation, authority to do so being hereby expressly vested in the Corporation's Board of Directors . The Board of Directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors of the Corporation, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares in any such series when outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

The authority of the Board of Directors of the Corporation with respect to each such class or series of Preferred Stock shall include, without limitation of the foregoing, the right to determine and fix:

(a)    the distinctive designation of such class or series and the number of shares to constitute such class or series;

(b)    the rate at which dividends on the shares of such class or series shall be declared and paid or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends in addition to dividends at the rate so determined , and if so, on what terms;

(c)    the right or obligation, if any, of the Corporation to redeem shares of the particular class or series of Preferred Stock and, if redeemable, the price, terms and manner of such redemption;

(d)    the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such class or series of Preferred Stock shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(e)    the terms and conditions, if any, upon which shares of such class or series shall be convertible into , or exchangeable for, shares of capital stock of any other class or series, inc1uding the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, i f any;

(f)    the obligation, if any, of the Corporation to retire, redeem or purchase shares of such class or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligations;

(g)    voting rights, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock;

(h)    limitations, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock; and


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(i)    such other preferences, powers, qualifications, special or relative rights and privileges thereof as the Board of Directors of the Corporation, acting in accordance with this Certificate of Incorporation, may deem advisable and are not inconsistent with the law and the provisions of this Certificate of Incorporation .

ARTICLE IV
[Omitted as permitted by GCL]



ARTICLE V
ELECTION OF DIRECTORS

A .     The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors .

B.    The election of directors of the Corporation need not be by written ballot unless otherwise required by the Bylaws of the Corporation.

C.    Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the Board of Directors shall be divided into three classes designated as Class I , Class II and Class III , respectively. Promptly following the effectiveness of this Section C, directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors. The term of office of the Class I directors shall expire at the annual meeting of stockholders to be held in 2005, and, at that meeting, Class I directors shall be elected for a full term of three years. At the annual meeting of stockholders to be held in 2006, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three years . At the annual meeting of stockholders to be held in 2007, the term of office of the Class III directors shall expire, and Class m directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, an increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

D.    Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.

E.    No stockholder shall be entitled to cumulate votes in the election of directors. Directo r s may only be removed for cause , as provided in Section 141(k)(1) of the GCL.

F.    Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.


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G.    If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute Jess than a majority of the whole board (as constituted immediately prior to any such increase) , the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the GCL .

H.    Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article VI unless expressly provided by such terms .

ARTICLE VI
BYLAWS

Subject to paragraph (h) of Section 11.01 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six. and two-thirds percent (66-2/3%) of the voting power of an of the then outstanding shares of the voting stock of the corporation entitled to vote. The Board of Di r ectors shall also have the power to adopt , amend, or repeal Bylaws.

ARTICLE VII
NUMBER OF DIRECTORS

The number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

ARTICLE VIII
MEETINGS OF STOCKHOLDERS

A.    Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide . The books of the Corporation may be kept (subject to any provisions of applicable statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation.

B .     No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws.

C.    Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

D.    Special meetings of the stockholders of the Corporation may only be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

E .     Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any

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particular class or series of the voting stock of the Corporation required by Jaw, this Certificate of Incorporation or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, shall be required to approve any of the following actions if such action is not affirmatively recommended by the Board of Directors:

(1)    the merger or consolidation of the Corporation with any other corporation or entity;

(2)    the sale, conveyance or other disposition of all or substantially all of the assets of the Corporation; or

(3)    the conversion of the Corporation into another type of corporation or entity.

ARTICLE IX
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION OF DIRECTORS AND OFFICERS;
PERSONAL LIABILITY OF DIRECTORS

The Corporation shall indemnify each of the Corporation's directors and officers in each and every situation where, under Section 145 of the GCL, as amended from time to time ("Section 145"), the Corporation is permitted or empowered to make such indemnification. The Corporation may, in the sole discretion of the Board of Directors of the Corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent that the Board of Directors deems advisable, as permitted by Section 145.

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director , provided, however, that the foregoing shall not eliminate or limit the liability of a director of the Corporation (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is subsequently amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended GCL . For purposes of this Article X, "fiduciary duty as a director" shall include any fiduciary duty arising out of service at the Corporation's request as a director of another corporation, partnership, joint venture or other enterprise, and "personal liability to the Corporation or its stockholders" shall include any liability to such other corporation, partnership, joint venture, trust or other enterprise and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise.

Neither any amendment nor repeal of this Article X nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X shall eliminate or reduce the effect of this Article X in respect of any matter occurring, or any cause of action, suit or claim that , but for this Article X, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.


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ARTICLE X
COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or on the application of any receiver or receivers appointed for this Corporation under Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made , be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation as the case may be, and also on this Corporation.

ARTICLE XI
AMENDMENT OF PROVISIONS OF
CERTIFICATE OF INCORPORATION

A.    The corporation reserves the right at any time, and from time to time, to amend , alter, change or repeal any provisions contained in this Certificate of Incorporation, and other provisions authorized by the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by statute, except as provided in paragraph B . of this Article XII, and all rights conferred upon stockholde r s herein are granted subject to this reservation.

B.    Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock of the Corporation required by law, this Certificate of Incorporation or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, shall be required to alter, amend or repeal :

(1)    Article VI, VII, VIII, IX or XII of this Certificate of Incorporation, or

(2)    any other Article of this Certificate of Incorporation if such alteration, amendment or repeal is not affirmatively recommended by the Board of Directors .


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JENKENS & GILCHRIST
 
Nov 3 2004 12:04 P.02

In Witness Whereof, the undersigned bu caused this Restated Certificate of Incorporation to be duly executed on behalf of the Corporation on November 1, 2004.

DYADIC INTERNATIONAL, INC.
 
 
 
 
 
 
By:
/s/ Mark A. Emalfarb
Name: Mark A. Emalfarb
Title : President


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EX31IMAGEA01.JPG
PAGE 1

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "DYADIC INTERNATIONAL, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE NINTH DAY OF NOVEMBER, A.D. 2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "DYADIC INTERNATIONAL, INC." WAS INCORPORATED ON THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2002.


 
A31IMAGE3.JPG
 

DYADICLOGO.JPG
 
Exhibit 3.2

























SECOND AMENDED AND RESTATED BYLAWS
OF
DYADIC INTERNATIONAL, INC.
(A DELAWARE CORPORATION)
EFFECTIVE AS OF DECEMBER 13, 2018













DYADICLOGO.JPG
 
 

TABLE OF CONTENTS

 
 
 
 
Page

 
 
 
 
 
ARTICLE I
OFFICES
1

 
Section 1.01
 
Registered Office
1

 
Section 1.02
 
Other Offices
1

ARTICLE II
STOCKHOLDERS' MEETINGS
1

 
Section 2.01
 
Place of Meetings
1

 
Section 2.02
 
Annual Meetings
1

 
Section 2.03
 
Special Meetings
3

 
Section 2.04
 
Notice of Meetings
4

 
Section 2.05
 
Quorum
4

 
Section 2.06
 
Adjournment and Notice of Adjourned Meetings
5

 
Section 2.07
 
Voting Rights
5

 
Section 2.08
 
Joint Owners of Stock
5

 
Section 2.09
 
List of Stockholders
6

 
Section 2.10
 
Action Without Meeting
6

 
Section 2.11
 
Organization
6

 
Section 2.12
 
Supermajority Vote Requirement
7

ARTICLE III
DIRECTORS
7

 
Section 3 . 01
 
Number
7

 
Section 3 . 02
 
Powers
7

 
Section 3.03
 
Classes of Directors
7

 
Section 3.04
 
Vacancies
8

 
Section 3.05
 
Resignation
8

 
Section 3.06
 
Removal
8

 
Section 3.07
 
Meetings
9

 
Section 3.08
 
Quorum and Voting
9

 
Section 3.09
 
Action Without Meeting
9

 
Section 3.10
 
Fees and Compensation
10

 
Section 3.11
 
Co mmittees
10

 
Section 3.12
 
Organization
11

ARTICLE IV
OFFICERS
11

 
Section 4.01
 
Officers Designated
11

 
Section 4.02
 
Tenure and Duties of Officers
11

 
Section 4.03
 
Delegation of Authority
13

 
Section 4.04
 
Resignations
13

 
Section 4.05
 
Removal
13


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TABLE OF CONTENTS
(Continued)


 
 
 
 
Page

ARTICLE V
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
13

 
Section 5.01
 
Execution of Corporate Instruments
13

 
Section 5.02
 
Voting of Securities Owned by the Corporation
13

ARTICLE VI
SHARES OF STOCK
13

 
Section 6.01
 
Form and Execution of Certificates
13

 
Section 6.02
 
Lost Certificates
14

 
Section 6.03
 
Transfers
14

 
Section 6.04
 
Fixing Record Dates
14

 
Section 6.05
 
Registered Stockholders
15

ARTICLE VII
OTHER SECURITIES OF THE CORPORATION
15

 
Section 7.01
 
Execution of Other Securities
15

ARTICLE VIII
DIVIDENDS
16

 
Section 8.01
 
Declaration of Dividends
16

 
Section 8.02
 
Dividend Reserve
16

ARTICLE IX
FISCAL YEAR
16

 
Section 9.01
 
Fiscal Year
16

ARTICLE X
INDEMNIFICATION
16

 
Section l0.01
 
Indemnification of Directors, Officers, Employees and Other Agents
16

ARTICLE XI
NOTICES
19

 
Section 11.01
 
Notices
19

ARTICLE XII
AMENDMENTS
20

 
Section 12.01
 
Amendments
20

ARTICLE XIII
LOANS TO OFFICERS
20

 
Section 13.01
 
Loans to Officers
20

ARTICLE XI
FORUM
21

 
Section 14.01
 
Forum
21


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BYLAWS
OF
DYADIC INTERNATIONAL, INC.
(A DELAWARE CORPORATION)
ARTICLE I
OFFICES
Section 1.01     Registered Office . The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.
Section 1.02     Other Offices . The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
Section 2.01     Place of Meetings . Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 1.02 hereof.
Section 2.02     Annual Meetings .
(a)    The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation shall be, and the proposal of business to be considered by the stockholders may be, made at an annual meeting of stockholders pursuant to the corporation's notice of meeting of stockholders (i) by or at the direction of the Board of Directors; or (ii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 2.02 .
(b)    At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting . For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 2.02(a) of these Bylaws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under the Delaware General Corporation Law ("DGCL"), (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this Section 2.02(b) ), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation's voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in

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such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 2.02 . To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice").
(c)    Notwithstanding anything in the second sentence of Section 2.02(b) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 2.02 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.
(d)    Only such persons who are nominated in accordance with the procedures set forth in this Section 2.02 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.02 . Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare

2

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that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.
(e)    Notwithstanding the foregoing provisions of this Section 2.02 , in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy prepared by the corporation for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the 1934 Act or the disclosure obligations of the corporation arising under Regulation 14A under the 1934 Act, including without limitation those arising under Item 7 of Schedule 14A.
(f)    For purposes of this Section 2 . 02 , "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
Section 2.03     Special Meetings .
(a)    Special meetings of the stockholders of the corporation may only be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).
(b)    The Board of Directors shall determine the time and place of each special meeting. Upon determination of the time and place of the meeting, the Chairman of the Board , Chief Executive Officer, President or Secretary shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 2.04 of these Bylaws. No business may be transacted at a special meeting except for the business specified in the notice of the meeting.
(c)    In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board of Directors, nominations of persons for election to the Board of Directors may be made (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in these Bylaws who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in the next sentence. Any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation's notice of meeting, by giving the notice required by Section 2 . 02(b) of these Bylaws to the Secretary at the principal executive offices of the corporation except that such notice will be deemed to be timely received by the corporation only if it is received by the Secretary not later than the close of business on the tenth (10th) day following the earlier of (i) the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting, or (ii) the mailing by the corporation to stockholders of the notice for the meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.

3

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Section 2.04     Notice of Meetings . Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened . Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
Section 2.05 Quorum . At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time , either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting .
The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.
Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors . Where a separate vote by a class or classes or series is required, except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by statute or by the Certificate of lncorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

4

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Section 2.06     Adjournment and Notice of Adjourned Meetings . Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 2.07     Voting Rights . For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders , except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 2.09 of these Bylaws , shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law.
An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.
Section 2.08     Joint Owners of Stock . If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
(a)    if only one (1) votes, his act binds all;
(b)    if more than one (1) votes, the act of the majority so voting binds all; or (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b) . If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection;
(c)    shall be a majority or even-split in interest.

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Section 2.09     List of Stockholders . The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten ( 10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.
Section 2.10     Action Without Meeting . No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent.
Section 2.11     Organization .
(a)    At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary , or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.
(b)    The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof , limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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Section 2.12     Supermajority Vote Requirement . Notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock of the corporation required by law, the Certificate of Incorporation or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, shall be required to approve any of the following actions if such action is not affirmatively recommended by the Board of Directors:
(a)    the merger or consolidation of the corporation with any other corporation or entity;
(b)    the sale, conveyance or other disposition of all or substantially all of the assets of the corporation;
(c)    the conversion of the corporation into another type of corporation or entity; or
(d)    the amendment, repeal or amendment of any provision of the Certificate of Incorporation (except that as to Articles VI, VII, VIII, IX and XII of the Certificate of Incorporation, such affirmative stockholder vote shall be required regardless of whether the Board of Directors does or does not affirmatively recommend the action).
ARTICLE Ill
DIRECTORS
Section 3.01     Number . The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation.
Directors need not be stockholders unless so required by the Certificate of Incorporation.
Section 3.02     Powers . The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.
Section 3.03     Classes of Directors .
(a)    Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the Board of Directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Promptly following the effectiveness of this Section 3.03, directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. Each class shall consist, as nearly as possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. The term of office of the Class I directors shall expire at the annual meeting of stockholders to be held in 2017, and, at that meeting, Class I directors shall be elected for a full term of three years. At the annual meeting of stockholders to be held in 2015, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three years. At the annual meeting of stockholders to be held in 2016, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, an increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class

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elected to fill a vacancy resulting from an increase in such class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.
(b)    In the event that the corporation is unable to have a classified Board of Directors under applicable law, Section 3.03(a) of these Bylaws shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.
(c)    Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.
(d)    No stockholder shall be entitled to cumulate votes in the election of directors.
(e)    Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately by series , to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Section 3.03 unless expressly provided by such terms.
Section 3.04     Vacancies .
(a)    Unless otherwise provided in the Certificate of lncorporation, any vacancies on the Board of Directors resulting from death , resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 3 . 04 in the case of the death, removal or resignation of any director.
(b)    If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL .
Section 3.05     Resignation . Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors . If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.
Section 3 . 06     Removal . Directors may only be removed for cause, as provided in Section 141(k)(l) of the DGCL.

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Section 3.07     Meetings .
(a)     Regular Meetings . Unless otherwise restricted by the Certificate of lncorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors. No formal notice shall be required for regular meetings of the Board of Directors.
(b)     Special Meetings . Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board , the President or any two of the directors.
(c)     Telephone Meetings . Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
(d)     Notice of Meetings . Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages , facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
(e)     Waiver of Notice . The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting .
Section 3.08     Quorum and Voting .
(a)    Unless the Certificate of lncorporation requires a greater number and except with respect to indemnification questions arising under Section 10 . 01 hereof, for which a quorum shall be one-third of the total number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the total number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
(b)    At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.
Section 3.09     Action Without Meeting . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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Section 3.10     Fees and Compensation . Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.
Section 3.11     Committees .
(a)     Executive Committee . The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.
(b)     Other Committees . The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.
(c)     Term . Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee . The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
(d)     Meetings . Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special

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meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
Section 3.12     Organization . At every meeting of the directors, the Chairman of the Board of Directors , or, if a Chairman has not been appointed or is absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.
ARTICLE IV
OFFICERS
Section 4.01     Officers Designated . The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.
Section 4.02     Tenure and Duties of Officers .
(a)     General . All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
(b)     Duties of Chairman of the Board of Directors . The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. If there is no Chief Executive Officer or President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 4.02 .
(c)     Duties of Chief Executive Officer . If the corporation has a Chief Executive Officer, the Chief Executive Officer shall be the chief executive officer of the corporation and shall have all of the authority, powers and duties provided for or reserved to the President in paragraph (d) of this Section 4.02 in lieu of the President, and the President shall be the Chief Operating Officer of the corporation charged with the duty and power to manage the operations of the business of the corporation but subject to the overall direction of the Chief Executive Officer and the Board of Directors. In the absence or disability of the Chief Executive Officer, or in the event of his inability or refusal to act, the President shall perform the duties and have the authority and exercise the powers of the Chief Executive Officer.

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(d)     Duties of President . The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors or the Chief Executive Officer has been appointed and is present. Unless some other person has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.
(e)     Duties of Chief Operating Officer . Unless the Board of Directors appoints a Chief Operating Officer that is separate from the President, the President shall be the Chief Operating Officer of the Corporation charged with the duty and power to manage the operations of the business of the Corporation but subject to the overall direction of the Chief Executive Officer and the Board of Directors. If the Board of Directors appoints a Chief Operating Officer that is separate from the President, the Board of Directors shall determine the relative duties and powers of the President and the Chief Operating Officer, and each will be subject to the overall direction of the Chief Executive Officer and the Board of Directors.
(f)     Duties of Vice Presidents . The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, in his absence or disability, the President, shall designate from time to time.
(g)     Duties of Secretary . The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. The Chief Executive Officer or, in his absence or disability, the President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, in his absence or disability, the President, shall designate from time to time.
(h)     Duties of Chief Financial Officer . The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer, or, in his absence or disability, the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, in his absence or disability, the President, shall designate from time to time . The Chief Executive Officer, or, in his absence or disability, the President, may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of

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Directors or the Chief Executive Officer, or, in his absence or disability, the President, shall designate from time to time.
Section 4.03     Delegation of Authority . The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
Section 4.04     Resignations . Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.
Section 4.05     Removal . Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.
ARTICLEV
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 5.01     Execution of Corporate Instruments .
(a)    The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.
(b)    All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.
(c)    Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 5.02     Voting of Securities Owned by the Corporation . All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.
ARTICLE VI
SHARES OF STOCK
Section 6.01     Form and Execution of Certificates . The shares of the corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated

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shares. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of lncorporation and applicable law. Every holder of stock in the corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
Section 6.02     Direct Registration . Notwithstanding any other provision in these Bylaws, the corporation may adopt a system of issuance, recordation and transfer of shares of the corporation by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the corporation.
Section 6.03     Lost Certificates . A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed . The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost , stolen, or destroyed certificate or certificates, or his legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen , or destroyed.
Section 6.04     Transfers .
(a)    Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares .
(b)    The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of

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shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
Section 6.05     Fixing Record Dates .
(a)    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting . If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
(b)    In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change , conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 6.06      Registered Stockholders . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware .
ARTICLE VII
OTHER SECURITIES OF THE CORPORATION
Section 7.01      Execution of Other Securities . All bonds, debentures and other corporate securities of the corporation , other than stock certificates (covered in Section 6.01 ), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person . In case any officer who shall have signed or attested any bond , debenture or other corporate security, or whose facsimile signature shall appear thereon or on any

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such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.
ARTICLE VIII
DIVIDENDS
Section 8.01      Declaration of Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of lncorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.
Section 8.02     Dividend Reserve . Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion , think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE IX
FISCAL YEAR
Section 9.01     Fiscal Year . The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE X
INDEMNIFICATION
Section 10.01     Indemnification of Directors, Officers, Employees and Other Agents .
(a)     Directors and Officers . The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d) .
(b)     Employees and Other Agents . The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law . The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person to such officers or other persons as the Board of Directors shall determine, to the extent not prohibited by the DGCL.

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(c)     Expenses . The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Section 10.01 or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 10.01 , no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative , if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.
(d)     Enforcement . Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Section 10.01 to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified , or to such advancement of expenses, under this Section 10.01 or otherwise shall be on the corporation.

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(e)     Non-Exclusivity of Rights . The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law, or by any other applicable law.
(f)     Survival of Rights . The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g)     Insurance . To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Board of Directors , may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 10.01 .
(h)     Amendments . Any repeal or modification of this Section 10.01 shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.
(i)     Saving Clause . If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Section 10.01 that shall not have been invalidated, or by any other applicable law. If this Section 10.01 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under any other applicable law.
(j)     Certain Definitions . For the purposes of this Bylaw, the following definitions shall apply:
(i)    The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of , and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
(ii)    The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.
(iii)    The term "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership , joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 10 . 01 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued .
(iv)    References to a "director," "executive officer," "officer , " "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the

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request of the corporation as, respectively , a director, executive officer, officer, employee, trustee or agent of another corporation, partnership , joint venture, trust or other enterprise.
(v)    References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director , officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section 10.01 .
ARTICLE XI
NOTICES
Section 11.01     Notices .
(a)     Notice to Stockholders . Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.
(b)     Notice to Directors . Any notice required to be given to any director may be given by the method stated in subsection (a), or by overnight delivery service, facsimile , telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.
(c)     Affidavit of Mailing . An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected , specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
(d)     Time Notices Deemed Given . All notices given by mail or by overnight delivery service, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.
(e)     Methods of Notice . It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.
(f)     Failure to Receive Notice . The period or limitation of time within which any stockholder may exercise any option or right , or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

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(g)     Notice to Person With Whom Communication Is Unlawful . Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person . Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given . In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state , if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
(h)     Notice to Person With Undeliverable Address . Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two , payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable , the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.
(i)     Notice by Electronic Transmission . Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the DGCL.
ARTICLE XII
AMENDMENTS
Section 12.01     Amendments . Subject to paragraph (h) of Section 10.01 of the Bylaws, the Bylaws may be repealed, altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the voting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.
ARTICLE XIII
LOANS TO OFFICERS
Section 13.01     Loans to Officers . The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve , including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to

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deny , limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.
ARTICLE XIV
FORUM
Section 14.01     Fourm . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation ' s Certificate of Incorporation or these Bylaws, or (D) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.


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CERTIFICATE OF ADOPTION
OF SECOND AMENDED AND RESTATED BYLAWS
OF
DYADIC INTERNATIONAL, INC.
CERTIFICATE BY SECRETARY OF ADOPTION

The undersigned hereby certifies that the undersigned is the duly elected, qualified, and acting Secretary of Dyadic International, Inc . , a Delaware corporation, and that the foregoing Amended and Restated Bylaws were adopted as the Bylaws of the corporation pursuant to resolutions at a duly noticed and called meeting of the Board of Directors on December 13, 2018 at which a quorum was present.
Executed on December 13, 2018.

/s/ Ping Rawson
Ping W. Rawson, Secretary

Exhibit 4.1


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Exhibit 10.1

DYADIC INTERNATIONAL, INC.

2006 STOCK OPTION PLAN

The purpose of the Dyadic International, Inc. 2006 Stock Option Plan (the “ Plan ”) is to provide (i) designated Employees of DYADIC INTERNATIONAL, INC. (the “ Company ”) and its subsidiaries, (ii) Key Advisors who perform consulting or advisory services for the Company or its Subsidiaries and (iii) Non-Employee Directors who serve on the Board of Directors of the Company (the “ Board ”) with the opportunity to receive grants of incentive stock options and nonqualified stock options. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders. A Glossary of defined terms used in this Plan is set forth in Section 18 hereof.

1.     Administration .

(a)     Committee . The Plan shall be administered by the Compensation Committee of the Board, a majority of whose members are “outside directors” as defined under section 162(m) of the Code and related Treasury regulations, and “non-employee directors” as defined under Rule 16b-3 under the Exchange Act (the “Committee”). However, the Board may ratify or approve any grants as it deems appropriate.

(b)     Committee Authority . The Committee shall have the sole authority to (i) determine the individuals to whom grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to be made to each such individual, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant, and (v) deal with any other matters arising under the Plan. In the event the Committee determines section 409A of the Code may be applicable to an Option granted hereunder, the Plan shall prohibit the acceleration of the time or schedule of payment of compensation hereunder, except to the extent permitted under section 409A of the Code and the applicable Treasury regulations thereunder.

(c)     Committee Determinations . The Committee shall have full power and authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

2.     Grants .

Grants of Options under the Plan may consist of Incentive Stock Options as described in Section 5 or Nonqualified Stock Options as described in Section 5. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in a Grant Instrument or amendment thereto. The Committee shall approve the form and provisions of each Grant Instrument. Grants under a particular Section of the Plan need not be uniform as among the grantees.

3.     Shares Subject to the Plan .

(a)     Shares Authorized . Subject to adjustment as described below, the aggregate number of shares of Company Stock that may be issued or transferred under the Plan is 4,700,000 shares. The maximum aggregate number of shares of Company Stock that shall be subject to Grants made under the Plan to any individual during any calendar year shall be 1,200,000 shares, subject to adjustment as described below. The shares may be authorized but unissued



shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, the shares subject to such Grants shall again be available for purposes of the Plan.

(b)     Adjustments . If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, then in that event (A) the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, (B) the number of shares covered by outstanding Grants, (C) the kind of shares issued under the Plan, and (D) the price per share or the applicable market value of such Grants may be appropriately adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

4.     Eligibility for Participation .

(a)     Eligible Persons . All Employees of the Company and its Subsidiaries, including Employees who are officers or members of the Board, and Non-Employee Directors shall be eligible to participate in the Plan. Key Advisors who perform services for the Company or any of its Subsidiaries shall be eligible to participate in the Plan if (i) they render bona fide services to the Company or its Subsidiaries, (ii) the services are not in connection with the offer and sale of securities in a capital-raising transaction and (iii) such Key Advisors do not directly or indirectly promote or maintain a market for the Company’s securities.

(b)     Selection of Grantees . The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines. Employees, Key Advisors and Non-Employee Directors who receive Grants under this Plan shall hereinafter be referred to as “Grantees.”

5.     Granting of Options .

(a)     Number of Shares . The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors and Key Advisors.

(b)     Type of Option and Price .

(i)    The Committee may grant Incentive Stock Options that are intended to qualify as “Incentive Stock Options” within the meaning of section 422 of the Code or Nonqualified Stock Options that are not intended so to qualify or any combination of Incentive Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth in this Plan. Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and Key Advisors.

(ii)    The purchase price (the “Exercise Price”) of Company Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the Fair Market Value (as defined below) of a share of Company Stock on the date the Option is granted; provided, however, that an Incentive Stock

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Option shall not be granted to an Employee who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company, unless the Exercise Price per share is not less than one hundred ten percent (110%) of the Fair Market Value of Company Stock on the date of grant.

(iii)    While the Company Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the Company Stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported. or (y) if the Company Stock is not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Company Stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Company Stock ever ceases to be publicly traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Committee.

(c)     Option Term . The Committee shall determine the term of each Option. The term of any Option shall not exceed ten (10) years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the date of grant.

(d)     Exercisability of Options . Options shall become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Committee may waive or accelerate the satisfaction of an exercise term or condition of any or all outstanding Options at any time for any reason.

(e)     Termination of Employment, Disability or Death .

(i)    Except as provided below, an Option may only be exercised while the Grantee is employed by, or providing service to, the Company as an Employee, Key Advisor or member of the Board. In the event that a Grantee ceases to be employed by the Company (in the case of an Employee), serve on the Board (in the case of a Non-Employee Director) or provide service to, the Company (in the case of a Key Advisor) for any reason other than Disability, death, or termination for Cause, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Grantee ceases to be employed by, serve on the Board of, or provide service to, the Company, as applicable, or within such other period of time as may be specified by the Committee, but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee any of the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.

(ii)    In the event the Grantee ceases to be employed by the Company (in the case of Employees), serve on the Board (in the case of a Non-Employee Director) or provide service to the Company (in the case of a Key Advisor) on account of a termination for Cause by the Company, any Option held by that Grantee shall terminate as of the date such Grantee ceases to be employed by, serve on the Board or provide service to, the Company, as applicable. In addition, notwithstanding any other provisions of this Section 5, if the Committee determines that the Grantee has engaged in conduct that constitutes Cause at any time while the Grantee is employed by, serving on the Board or providing service to, as applicable, the Company or after the Grantee’s termination of employment, Board membership or service, as applicable, any Option held by that Grantee shall immediately terminate and that Grantee shall automatically forfeit all shares underlying any exercised portion of an Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by that Grantee for such shares. Upon any exercise of an

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Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture.

(iii)    In the event the Grantee ceases to be employed by, serve on the Board or provide service to, the Company, as applicable, because the Grantee is Disabled, any Option which is otherwise exercisable by that Grantee shall terminate unless exercised within one year after the date on which that Grantee ceases to be employed by, be on the Board or provide service to, the Company, as applicable (or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of a Grantee’s Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, serve on the Board or provide service to, the Company, as applicable, shall terminate as of such date.

(iv)    If the Grantee dies while employed by, serving on the Board or providing service to, the Company, as applicable, or within 90 days after the date on which the Grantee ceases to be employed, serve on the Board or provide service on account of a termination specified in Section 5(e)(i) above (or within such other period of time as may be specified by the Committee), any Option that is otherwise exercisable by that Grantee shall terminate unless exercised within one year after the date on which that Grantee ceases to be employed by, serve on the Board or provide service to, the Company, as applicable (or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.

(f)     Exercise of Options . A Grantee may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (w) in cash, (x) with the approval of the Committee, by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise Price, (y) pay through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (z) by such other method as the Committee may approve. The Committee may authorize loans by the Company to Grantees in connection with the exercise of an Option, upon such terms and conditions as the Committee, in its sole discretion, deems appropriate. Shares of Company Stock used to exercise an Option shall have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price and the amount of any withholding tax due at the time of exercise.

(g)     Limits on Incentive Stock Options . Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee of the Company or a parent or subsidiary (within the meaning of section 424(f) of the Code).

6.     Withholding of Taxes .

(a)     Required Withholding . All Grants under the Plan shall be subject to any applicable federal (including FICA), state and local tax withholding requirements. The Company shall have the right to deduct from other wages paid to the Grantee, any federal, state or local taxes required by law to be withheld with respect to such Grants or any exercise thereof. In the case of Options paid in Company Stock, the Company may require that the Grantee or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes that the

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Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants.

(b)     Election to Withhold Shares . If the Committee so permits, a Grantee may elect to satisfy the Company’s income tax withholding obligation with respect to Options paid in Company Stock by having shares withheld up to an amount that does not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee.

7.     Transfer of Grants .

(a)     Nontransferability of Grants . Except as provided below, only the Grantee may exercise rights under a Grant during the Grantee’s lifetime. A Grantee may not transfer those rights except by will or by the laws of descent and distribution or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations order. When a Grantee dies, such Grantee’s Successor Grantee may exercise such rights, provided that any such Successor Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee’s will or under the applicable laws of descent and distribution.

(b)     Transfer of Nonqualified Stock Options . Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to immediate family members, or one or more trusts or other entities for the benefit of or owned by immediate family members, consistent with the applicable securities laws, according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.

8.     Consequences of a Change of Control .

(a)     Assumption of Grants . Upon the occurrence of a Change of Control in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options or rights by the surviving corporation (or a parent of the surviving corporation), and other outstanding Grants shall be converted to similar grants of the surviving corporation (or a parent of the surviving corporation).

(b)     Other Alternatives . Notwithstanding the foregoing, in the event of a Change in Control, the Committee may, but shall not be obligated to, take any of the following actions with respect to any or all outstanding Grants: the Committee may (i) determine that outstanding Options shall automatically accelerate and become fully exercisable, (ii) require that Grantees surrender their outstanding Options in exchange for a payment by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Company Stock subject to the Grantee’s unexercised Options exceeds the Exercise Price of the Options or (iii) after giving Grantees an opportunity exercise their outstanding Options, terminate any or all unexercised Options at such time as the Committee deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change of Control or such other date as the Committee may specify. The Committee shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, outstanding Grants shall continue in effect according to their terms (subject to any assumption pursuant to Subsection (a)).

9.     Requirements for Issuance or Transfer of Shares .

(a)     Limitations on Issuance or Transfer of Shares . No Company Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant made to any Grantee hereunder on such Grantee’s undertaking in writing to comply with

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such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares maybe legended to reflect any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon.

(b)     Lock-Up Period . If so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any underwritten offering of securities of that Company under the Securities Act a Grantee (including any successors or assigns) shall not sell or otherwise transfer any shares or other securities of the Company during the 30-day period preceding and the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act for such underwriting (or such shorter period as may be requested by the Managing Underwriter and agreed to by the Company) (the “Market Standoff Period”). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. Certificates representing Company stock issued upon exercise of Options or otherwise pursuant to the Plan shall bear such legend regarding the lock-up period obligations as counsel to the Company shall determine.

10.     Amendment and Termination of the Plan.

(a)     Amendment . The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without stockholder approval if (i) such approval is required in order for Incentive Stock Options granted or to be granted under the Plan to meet the requirements of section 422 of the Code, (ii) such approval is required in order to exempt compensation under the Plan from the deduction limit under section 162(m) of the Code, or (iii) such approval is required by applicable stock exchange requirements. When amending or terminating the Plan, no Board action shall cause the application of the requirements, the twenty percent (20%) penalty or immediate tax recognition under section 409A of the Code.

(b)     Termination of Plan . The Plan shall terminate on the day immediately preceding the tenth anniversary of its effective date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.

(c)     Termination and Amendment of Outstanding Grants . A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under Section 16(b) hereunder. The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 16(b) hereunder or may be amended by agreement of the Company and the Grantee consistent with the Plan.

(d)     Governing Document . The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns.

11.     Funding the Plan .

This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.


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12.     Rights of Participants .

Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director or other person to any claim or right to be granted a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights.

13.     No Fractional Shares .

No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

14.     Heading .

Section headings are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control.

15.     Effective Date of the Plan .

Subject to approval by the Company’s stockholders, the Plan shall be effective on April 19, 2006, the date of the adoption of this Plan by the Board of Directors of the Company.

16.     Miscellaneous .

(a)     Grants in Connection with Corporate Transactions and Otherwise . Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company or any of its Subsidiaries in substitution for a stock option or stock award grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants.

(b)     Compliance with Law . The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to Grantees subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that the Plan and applicable Grants under the Plan comply with the applicable provisions of section 162(m), section 409A and section 422 of the Code. To the extent that any legal requirement of section 16 of the Exchange Act, or section 162(m), section 409A and section 422 of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act, or section 162(m), section 409A and section 422 of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Grantees. The Committee may, in its sole discretion, agree to limit its authority under this Section.

(c)     Savings Provision . In the event any provision of this Plan shall be deemed to cause the application of the twenty percent (20%) penalty or immediate tax recognition under section 409A of the Code, the provision that causes either the application of the penalty or immediate tax recognition shall become null and void, and the Plan shall be construed and enforced as if the provision causing the negative tax consequences had never been contained herein.

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(d)     Governing Law . The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of Florida, without giving effect to the conflict of laws provisions thereof.

18.     Glossary .

The following terms shall have the meaning assigned them below

Board ” shall mean the Board of Directors of the Company.

Cause ” shall mean, except to the extent specified otherwise by the Committee, a finding by the Committee that the Grantee (i) has breached his or her employment or service contract with the Company, in the case of Employees or Key Advisors, or breached his fiduciary duties to the Company or otherwise been removed from the Board by the action of the Board, in the case of a Non-Employee Director, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information or (iv) has engaged in such other behavior detrimental to the interests of the Company as the Committee determines.

Change of Control ” shall mean the occurrence of any of the following events:

(i)    Any “person” (defined to have the meaning in this definition of Change of Control as is assigned that term in sections 13(d) and 14(d) of the Exchange Act) other than an “Excluded Stockholder” (as defined herein) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders to more than fifty percent (50%) of all votes to which all stockholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); the term “Excluded Stockholder” meaning, for purposes of this definition of Change of Control, any person who is the beneficial owner, directly or indirectly of more than twenty percent (20%) of the voting power of the then outstanding securities of the Company;

(ii)    The stockholders of the Company approve (or, if stockholder approval is not required, the Board approves) an agreement providing for (i) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than fifty percent (50%) of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) the liquidation or dissolution of the Company; or (iii) the sale or other disposition of assets equal to or greater than forty percent (40%) of the total gross fair market value of all assets of the Company immediately prior to such sale or disposition; or

(iii)    Any person other than an Excluded Person has commenced a tender offer or exchange offer for thirty percent (30%) or more of the voting power of the then outstanding stock of the Company.

Code ” shall mean the Internal Revenue Code of 1986, as amended.

Committee ” shall mean the Compensation Committee of the Board.


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Company ” shall mean Dyadic International, Inc., a Delaware corporation.

Company Stock ” shall mean shares of common stock of the Company.

Disability ” shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3) of the Code.

Employees ” shall mean all employees of the Company and its Subsidiaries, including Employees who are officers or members of the Board.

Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

Exercise Price ” shall mean the purchase price of Company Stock subject to an Option under a Grant.

“Grantee” shall mean Key Advisors and Non-Employee Directors who receive Grants under this Plan.

Grants ” shall mean awards of Options made by the Committee under the Plan.

Grant Instruments ” shall mean the written instrument evidencing the Committee’s Grant of an Option to a Participant, or an amendment thereto.

Incentive Stock Options ” shall mean Options qualifying as such within the meaning of section 422 of the Code.

Key Advisors ” shall mean consultants and advisors who perform services for the Company or any of its
Subsidiaries.

Managing Underwriter ” shall have the meaning assigned that term in Section 9(b) of the Plan.

Market Standoff Period ” shall have the meaning assigned that term in Section 9(b) of the Plan.

Non-Employee Directors ” shall mean members of the Board who are not Employees.

Non-Qualifying Options ” shall mean Options that do not qualify as Incentive Stock Options.

Options ” means Incentive Stock Options and Non-Qualifying Options, without distinction.

Plan ” shall mean the Dyadic International, Inc. 2006 Stock Option Plan.

Securities Act ” shall mean the Securities Act of 1933, as amended.

Subsidiary ” shall mean any corporation or other legal entity of which the Company owns, directly or indirectly, 50% or more of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Successor Grantee ” shall mean the personal representative or other person entitled to succeed to the rights of a Grantee following his or her death.

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Exhibit 10.2

DYADIC INTERNATIONAL, INC.
2011 EQUITY INCENTIVE AWARD PLAN

ARTICLE l.
PURPOSE
The purpose of the Dyadic International, Inc. 2011 Equity Incentive Award Plan (the " Plan ") is to promote the success and enhance the value of Dyadic International, Inc. (the " Company ") by linking the personal interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
2.1 " Administrator " shall mean the entity that conducts the general administration of the Plan as provided in Article 13. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 13.6, or as to which the Board has assumed, the term "Administrator" shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.
2.2 " Award " shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Stock Payment award or a Stock Appreciation Right, which may be awarded or granted under the Plan (collectively, " Awards ").
2.3 " Award Agreement '' shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.
2.4 " Board " shall mean the Board of Directors of the Company.
2.5 " Change in Control " shall mean and includes each of the following:
(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of"persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its parents or subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or
(b) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.5(a or Section 2.5(c)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i) Which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the " Successor Entity "))

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directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and
(ii) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.5(c)(ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or
(d) The Company's stockholders approve a liquidation or dissolution of the Company.
In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award must also constitute a "change in control event," as defined in Treasury Regulation §l .409A-3(i)(5) to the extent required by Section 409A.
The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition , and the date of the occurrence of such Change in Control and any incidental matters relating thereto.
2.6 " Code " shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.7 " Committee " shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 13.1.
2.8 " Common Stock " shall mean the common stock of the Company, par value $0.001 per share.
2.9 " Company " shall mean Dyadic International, Inc., a Delaware corporation.
2.10 " Consultant " shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.
2.11 " Covered Employee " shall mean any Employee who is , or could be, a "covered employee" within the meaning of Section 162(m) of the Code.
2.12 " Deferred Stock " shall mean a right to receive Common Stock awarded under Section 9.4.
2.13 " Director " shall mean a member of the Board, as constituted from time to time.
2.14 " Dividend Equivalent " shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 9.2.
2.15 " DRO " shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.
2.16 " Effective Date " shall mean the date the Plan is approved by the Board, subject to approval of the Plan by the Company's stockholders.
2.17 " Eligible Individual" shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committee.
2.18 " Employee " shall mean any officer or other employee (as determined in accordance with Section 340l(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary.
2.19 " Equity Restructuring " shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.
2.20 " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended from time to time.
2.21 " Fair Market Value " shall mean, as of any given date , the value of a share of Common Stock determined as follows:
(a) If the Common Stock is listed on any established stock exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or national market system, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales

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price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(b) If the Common Stock is not listed on an established stock exchange or national market system, but the Common Stock is regularly quoted by a recognized securities dealer , its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(c) If the Common Stock is neither listed on an established stock exchange or a national market system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.
2.22 " Greater Than 10% Stockholder " shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).
2.23 " Holder " shall mean a person who has been granted an Award.
2.24 " Incentive Stock Option " shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.
2.25 " Non-Employee Director " shall mean a Director of the Company who is not an Employee.
2.26 " Non-Qualified Stock Option " shall mean an Option that is not an Incentive Stock Option.
2.27 " Option " shall mean a right to purchase shares of Common Stock at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall be Non-Qualified Stock Options.
2.28 " Performance Award " shall mean a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Section 9.1.
2.29 " Performance-Based Compensation " shall mean any compensation that is intended to qualify as "performance-based compensation" as described in Section 162(m)(4)(C) of the Code.
2.30 " Performance Criteria " shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:
(a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization), (ii) gross or net sales or revenue, (iii) net income (either before or after taxes), (iv) operating earnings or profit , (v) cash flow (including, but not limited to, operating cash flow and free cash flow), (vi) return on assets, (vii) return on capital, (viii) return on stockholders' equity , (ix) return on sales, (x) gross or net profit or operating margin, (xi) costs, (xii) funds from operations, (xiii) expenses , (xiv) working capital, (xv) earnings per share, (xvi) price per share of Common Stock, (xvii) regulatory body approval for commercialization of a product, (xviii) implementation or completion of critical projects and (xix) market share, any of which may be measured either in absolute terms for the Company or any operating unit of the Company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.
(b) The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restrncturing or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under United States generally accepted accounting principles (" GAAP "); (ix) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period; or (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company's core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.
2.31 " Performance Goals " shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria

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used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual.
2.32 " Performance Period " shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder's right to, and the payment of, a Performance Award.
2.33 " Plan " shall mean this Dyadic International, Inc. 2011 Equity Incentive Award Plan, as it may be amended or restated from time to time.
2.34 " Prior Plan " shall mean the Dyadic International, Inc. 2006 Stock Option Plan, as such plan may be amended from time to time.
2.35 " Public Trading Date " shall mean the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.
2.36 " Restricted Stock " shall mean Common Stock awarded under Article 8 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.
2.37 " Restricted Stock Units " shall mean the right to receive Common Stock awarded under Section 9.5.
2.38 " Securities Act " shall mean the Securities Act of 1933, as amended.
2.39 " Stock Appreciation Right " shall mean a stock appreciation right granted under Article I 0.
2.40 " Stock Payment " shall mean (a) a payment in the form of shares of Common Stock, or (b) an option or other right to purchase shares of Common Stock, as part of a bonus, deferred compensation or other arrangement, awarded under Section 9.3.
2.41 " Subsidiary " means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.42 " Substitute Award " shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger , combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term "Substitute Award" be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
2.43 " Termination of Service " shall mean:
(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause , including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation , failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary,
The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided , however , that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence , change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change intenupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder's employee-employer relationship or consultancy relations shall be deemed

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to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1 Number of Shares .
(a) Subject to Section 14.2 and Section 3.l(b) the aggregate number of shares of Stock which may be issued or transferred pursuant to Awards under the Plan is the sum of (i) 3,000,000 shares, (ii) any shares of Stock which as of the Effective Date are available for issuance under the Prior Plan, or are subject to awards under the Prior Plan which are forfeited or lapse unexercised and which following the Effective Date are not issued under the Prior Plan; and (iii) an annual increase on the first day of each year beginning in 2012 and ending in 2021, equal to 1,500,000 shares or such smaller number of shares of Stock as determined by the Board.
(b) To the extent that an Award terminates, expires, or lapses for any reason, or an Award is settled in cash without the delivery of shares to the Holder, then any shares of Common Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Any shares of Common Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an Award pursuant to the Plan. Any shares of Common Stock repurchased by the Company prior to vesting so that such shares are returned to the Company will again be available for Awards. To the extent permitted by applicable law or any exchange rule, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Common Stock available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.l(b), no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.
3.2 Stock Distributed . Any Common Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.
ARTICLE 4.
GRANTING OF AWARDS
4.1 Participation . The Administrator may, from time to time , select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except as provided in Article 12 regarding the automatic grant of options to Non-Employee Directors, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.
4.2 Award Agreement . Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.
4.3 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
4.4 At-Will Employment . Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.
4.5 Foreign Holders . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign stock exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign stock

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exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided , however , that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act , the Securities Act or any other securities law or governing statute or any other applicable law.
4.6 Stand-Alone and Tandem Awards . Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
ARTICLE 5.
PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS
PERFORMANCE-BASED COMPENSATION
5.1 Purpose . The Committee , in its sole discretion, may determine whether an Award is to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant such an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator may in its sole discretion grant Awards to other Eligible Individuals that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of GAAP.
5.2 Applicability . The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to such Individual in any subsequent Performance Period and the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.
5.3 Types of Awards . Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible Individual intended to qualify as Performance-Based Compensation, including, without limitation, Restricted Stock the restrictions with respect to which lapse upon the attainment of specified Performance Goals, and any performance or incentive Awards described in Article 9 that vest or become exercisable or payable upon the attainment of one or more specified Performance Goals.
5.4 Procedures with Respect to Performance-Based Awards . To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Articles 8 or 9 to one or more Eligible Individuals and which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Holders, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.
5.5 Payment of Performance-Based Awards . Unless otherwise provided in the applicable Award Agreement and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or a Subsidiary throughout the Performance Period. Furthermore, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such period are achieved.
5.6 Additional Limitations . Notwithstanding any other provision of the Plan, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as Performance-Based Compensation, and the Plan and the Award Agreement shall be deemed amended to the extent necessary to conform to such requirements.

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ARTICLE 6.
GRANTING OF OPTIONS
6.1 Granting of Options to Eligible Individuals . The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.
6.2 Qualification of lncentive Stock Options . No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any subsidiary corporation of the Company (as defined in Section 424(f) of the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any Subsidiary or parent corporation thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted.
6.3 Option Exercise Price . The exercise price per share of Common Stock subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code), unless otherwise determined by the Administrator. In addition, in the case of incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).
6.4 Option Term . The term of each Option shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend beyond the term of the Option term. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service.
6.5 Option Vesting .
(a) The Administrator shall determine the period during which a Holder shall vest in an Option and have the right to exercise such Option in whole or in part. Such vesting may be based on service with the Company or any Subsidiary, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after grant of an Option , the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.
(b) No portion of an Option which is unexercisable at a Holder's Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.
6.6 Substitute Awards . Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.
6.7 Substitution of Stock Appreciation Rights . The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided , that such Stock Appreciation Right shall be exercisable with respect to the same number of shares of Common Stock for which such substituted Option would have been exercisable.

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ARTICLE 7.
EXERCISE OF OPTIONS
7.1 Partial Exercise . An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares.
7.2 Manner of Exercise . All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:
(a) A written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;
(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal , state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation , placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c) In the event that the Option shall be exercised pursuant to Section 11.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option; and
(d) Full payment of the exercise price and applicable withholding taxes to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 11.1 and 11.2.
7.3 Notification Regarding Disposition . The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.
ARTICLES. 8
AWARD OF RESTRICTED STOCK
8.1 Award of Restricted Stock .
(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.
(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that such purchase price shall be no less than the par value of the Common Stock to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.
8.2 Rights as Stockholders . Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided , however , that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set forth in Section 8.3.
8.3 Restrictions . All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder's duration of employment, directorship or consultancy with the Company , the Performance Criteria, Company performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

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8.4 Repurchase or Forfeiture of Restricted Stock . If no price was paid by the Holder for the Restricted Stock, upon a Termination of Service the Holder's rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the Award Agreement. The Administrator in its sole discretion may provide that in the event of certain events, including a Change in Control, the Holder's death, retirement or disability or any other specified Termination of Service or any other event, the Holder's rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a right of repurchase.
8.5 Certificates for Restricted Stock . Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in its sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.
8.6 Section 83(b) Election . If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service .
ARTICLE 9.
AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED
STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS
9.1 Performance Awards .
(a) The Administrator is authorized to grant Performance Awards to any Eligible Individual and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. In making such determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular Eligible Individual. Performance Awards may be paid in cash, shares of Common Stock, or both, as determined by the Administrator.
(b) Without limiting Section 9.l(a), the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article 5.
9.2 Dividend Equivalents .
(a) Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator.
(b) Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights, unless otherwise determined by the Administrator.
9.3 Stock Payments . The Administrator is authorized to make Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Subsidiary, determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.
9.4 Deferred Stock . The Administrator is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Administrator and may be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Administrator determines , in each case on a specified date or dates or over any period or periods determined by the Administrator. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule or other conditions or criteria set by the Administrator. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company

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stockholder with respect to such Deferred Stock until such time as the Award has vested and the Common Stock underlying the Award has been issued to the Holder.
9.5 Restricted Stock Units . The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable , and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, in each case on a specified date or dates or over any period or periods, as the Administrator determines. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the shares of Common Stock underlying the Restricted Stock Units which shall be issued. On the distribution dates, the Company shall issue to the Holder one unrestricted, fully transferable share of Common Stock for each vested and nonforfeitable Restricted Stock Unit.
9.6 Term . The term of a Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award shall be set by the Administrator in its sole discretion.
9.7 Exercise or Purchase Price . The Administrator may establish the exercise or purchase price of a Performance Award, shares of Deferred Stock, shares distributed as a Stock Payment award or shares distributed pursuant to a Restricted Stock Unit award; provided , however , that value of the consideration shall not be less than the par value of a share of Common Stock, unless otherwise permitted by applicable law.
9.8 Exercise upon Termination of Service . A Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that the Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award may be exercised or distributed subsequent to a Termination of Service in certain events, including a Change in Control, the Holder's death, retirement or disability or any other specified Termination of Service.
ARTICLE 10.
AWARD OF STOCK APPRECIATION RIGHTS
10.1 Grant of Stock Appreciation Rights .
(a) The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.
(b) A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the per share Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in (c) below, the exercise price per share of Common Stock subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 1 00% of the Fair Market Value on the date the Stock Appreciation Right is granted, unless determined otherwise by the Administrator.
(c) Notwithstanding the foregoing provisions of Section I 0.1 (b) to the contrary, in the case of an Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than the Fair Market Value per share on the date of grant, provided , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.
10.2 Stock Appreciation Right Vesting .
(a) The Administrator shall determine the period during which a Holder shall vest in a Stock Appreciation Right and have the right to exercise such Stock Appreciation Right in whole or in part. Such vesting may be based on service with the Company or any Subsidiary, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Stock Appreciation Right vests.

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(b) No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.
10.3 Manner of Exercise . All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office , as applicable:
(a) A written notice complying with the applicable mies established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;
(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and
(c) In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right.
10.4 Payment . Payment of the amount determined under Section 10.l(b) above shall be in cash, shares of Common Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.
ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
11.1 Payment . The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) shares of Common Stock (including, in the case of payment of the exercise price of an Award, shares of Common Stock issuable pursuant to the exercise of the Award) or shares of Common Stock held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a notice that the Holder has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which shares of Common Stock shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an "executive officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
11.2 Tax Withholding . The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder's FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement withhold, or allow a Holder to elect to have the Company withhold shares of Common Stock otherwise issuable under an Award (or allow the surrender of shares of Common Stock). Unless determined otherwise by the Administrator, the number of shares of Common Stock which may be so withheld or surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Common Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker• assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.
11.3 Transferability of Awards .
(a) Except as otherwise provided in Section 11.3(b):
(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

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(ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance , assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and
(iii) During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder's will or under the then applicable laws of descent and distribution.
(b) Notwithstanding Section l l.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award) ; and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal , state and foreign securities laws and (C) evidence the transfer. For purposes of this Section I l.3(b), " Permitted Transferee " shall mean, with respect to a Holder, any "family member" of the Holder , as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, or any other transferee specifically approved by the Administrator after taking into account any state, federal , local or foreign tax and securities laws applicable to transferable Awards.
(c) Notwithstanding Section Il.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic partner in a domestic partnership qualified under applicable law and resides in a community property state, a designation of a person other than the Holder ' s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Holder's interest in the Award shall not be effective without the prior written consent of the Holder's spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder's will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder's death.
11.4 Conditions to Issuance of Shares .
(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein , the Board may require that a Holder make such reasonable covenants, agreements, and representations as the Board , in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
(b) All Common Stock certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Common Stock is listed, quoted, or traded. The Administrator may place legends on any Common Stock certificate or book entry to reference restrictions applicable to the Common Stock.
(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.
(d) No fractional shares of Common Stock shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.
(e) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Holder certificates evidencing shares of Common

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Stock issued in connection with any Award and instead such shares of Common Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
11.5 Forfeiture Provisions . Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Stock underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Holder incurs a Termination of Service for "cause" (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder).
11.6 Repricing . Subject to Section 14.2, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award, in whole or in part, to increase or reduce the price per share or to cancel and replace an Award, in whole or in part, with the grant of an Award having a price per share that is less than, greater than or equal to the price per share of the original Award.
ARTICLE 12.
NON-EMPLOYEE DIRECTOR AWARDS
12.1 Non-Employee Director Awards . The Board may grant Awards to Non-Employee Directors, subject to the limitations of the Plan, pursuant to a written non-discretionary formula established by the Committee, or any successor committee thereto carrying out its responsibilities on the date of grant of any such Award (the " Non-Employee Director Equity Compensation Policy "). The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of shares of Common Stock to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Committee (or such other successor committee as described above) shall determine in its discretion.
ARTICLE 13.
ADMINISTRATION
13.1 Administrator . The Compensation Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a "non-employee director" as defined by Rule 16b-3 of the Exchange Act or any successor rule, an "outside director" for purposes of Section 162(m) of the Code and an "independent director" under the rules of the NASDAQ Stock Market (or other principal securities market on which shares of Common Stock are traded); provided , that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 13.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6.
13.2 Duties and Powers of Committee . It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 14.10. Any such grant or award under the Plan need not be the same with respect to each holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.
13.3 Action by the Committee . Unless otherwise established by the Board or in any charter of the Committee , a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the

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Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
13.4 Authority of Administrator . Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:
(a) Designate Eligible Individuals to receive Awards;
(b) Determine the type or types of Awards to be granted to each Holder;
(c) Determine the number of Awards to be granted and the number of shares of Common Stock to which an Award will relate;
(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;
(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Common Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;
(g) Decide all other matters that must be determined in connection with an Award;
(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and
(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.
13.5 Decisions Binding . The Administrator's interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final , binding, and conclusive on all parties.
13.6 Delegation of Authority . To the extent permitted by applicable law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards; provided, however, that in no event shall an officer be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 13.6 shall serve in such capacity at the pleasure of the Board and the Committee.
ARTICLE 14.
MISCELLANEOUS PROVISIONS
14.1 Amendment, Suspension or Termination of the Plan . Except as otherwise provided in this Section 14.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 14.2, increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan. Except as provided in Section 14.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any A ward be granted under the Plan after the tenth (10 th ) anniversary of the Effective Date.

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14.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events .
(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company's stock or the share price of the Company's stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of shares which may be issued under the Plan); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto) ; and (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.
(b) In the event of any transaction or event described in Section 14.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder's request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles.
(i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder's rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 14.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder's rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder's rights had such Award been currently exercisable or payable or fully vested;
(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options , rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
(iii) To make adjustments in the number and type of shares of the Company's stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;
(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and
(v) To provide that the Award cannot vest, be exercised or become payable after such event.
(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 14.2(a) and 14.2(b):
(i) The number and type of securities subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, shall be equitably adjusted. The adjustments provided under this Section 14.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.
(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of shares which may be issued under the Plan).
(d) Notwithstanding any other provision of the Plan, but subject to Section 14.2(e), in the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation.
(e) In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award upon a Change in Control, such Award shall become fully vested and, if applicable, exercisable and all forfeiture restrictions on

15


such Award shall lapse, in each case, as of immediately prior to the consummation of such Change in Control. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.
(f) The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate , as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.
(g) With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation , unless the Administrator determines that the Award should not so qualify. No adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(l) of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions.
(h) The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
(i) No action shall be taken under this Section 14.2 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.
(j) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience , the Company in its sole discretion may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
14.3 Approval of Plan by Stockholders . The Plan will be submitted for the approval of the Company's stockholders within twelve (12) months of the date of the Board's initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval, provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no shares of Common Stock shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.
14.4 No Stockholders Rights . Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Holder becomes the record owner of such shares of Common Stock.
14.5 Paperless Administration . In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.
14.6 Effect of Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary, Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.
14.7 Compliance with Laws . The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state, federal and foreign securities law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities

16


delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
14.8 Titles and Headings, References to Sections of the Code or Exchange Act . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.
14.9 Governing Law . The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.
14.10 Section 409A . To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.
14.11 No Rights to Awards . No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.
14.12 Unfunded Status of Awards . The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.
14.13 Indemnification . To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise , or any power that the Company may have to indemnify them or hold them harmless.
14.14 Relationship to other Benefits . No payment pursuant to the Plan shall be taken into acconnt in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
14.15 Expenses . The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
* * * * *
I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Dyadic International, Inc. on April 28, 2011.
* * * * *
I hereby certify that the foregoing Plan was approved by the stockholders of Dyadic International, Inc. on June 15, 2011.
Executed on this 15" day of June, 2011.
/s/ Adam J. Morgan
Corporate Secretary

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Exhibit 10.3

DYADIC INTERNATIONAL, INC.

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT made this ___________ day of ___________ by and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the “Company”), ___________ (“Stockholder”).

Recitals:

A.    The Company’s 2011 Equity Incentive Award Plan (the “Plan”) is designed to promote and increase the personal interest of Company employees in the success of the Company by providing incentives and rewards to such employees.

B.    The Company has agreed to issue ___________(___________) shares of common stock (the “Restricted Shares”) to Stockholder, an executive employee of the Company, in consideration for services rendered and to be rendered by Stockholder pursuant to the provisions of that certain Employment Agreement dated ___________ (the “Employment Agreement”), a copy of which is attached hereto.

C.    Stockholder wishes to acquire the Restricted Shares for such consideration and under such terms.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth below, the parties hereby agree as follows:

1.     Issuance . The Company hereby issues the Restricted Shares to Stockholder in consideration for services rendered and to be rendered by Stockholder as an executive employee pursuant to the Employment Agreement. In addition to restrictions on transfers of such securities imposed thereon by the federal securities laws and regulations, the Company hereby imposes, pursuant to the Plan certain additional burdens on the Restricted Shares as set forth hereinbelow, including, without limitation, a risk of forfeiture in certain circumstances arising from Stockholder’s ongoing employment status.

2.     Transfer of Stock; Investment Intent . Stockholder represents and warrants that all of the Restricted Shares are being acquired for investment and not with a view to, or with any present intention of, selling or otherwise distributing the Restricted Shares. Stockholder further represents that Stockholder is capable of evaluating the merits and risks of an investment in the Restricted Shares, has made such an evaluation and is able to bear the economic risk of an investment in the Restricted Shares indefinitely. Except as otherwise provided in this Agreement, Stockholder shall not sell, transfer, assign, convey, pledge, encumber or in any manner dispose of the Restricted Shares, either voluntarily or involuntarily. All stock certificates evidencing the Restricted Shares shall be imprinted with a legend n substantially the following form:


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THE TRANSFER OR ENCUMBRANCE OF THE SHARES OF STOCK REPRESENTED BY THE WITHIN CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT DATED SEPTEMBER ___________, 2013, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE COMPANY.

 
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

 

3.     Risk of Forfeiture .

a.    Upon termination of Stockholder’s employment with the Company at any time before ___________the Company shall have an immediate and automatic option, without any action having to be taken on the part of Stockholder to activate the option, to repurchase from Stockholder at the par value per share (the “Purchase Price”) that number of the Restricted Shares as is set forth opposite the following applicable periods:

Date on Which Termination Occurs
Vested Amount
Shares Subject to Option

Termination of employment shall mean cessation of the employment relation between the Company and Stockholder as a result of Stockholder’s death, disability, Resignation Without Good Reason (as defined in the Employment Agreement), retirement or Termination by the Company for Cause (as defined in the Employment Agreement). (For purposes of this Agreement, all references to “Stockholder” shall be deemed to include Stockholder’s estate wherever applicable.)

In the event of Termination by the Company Without Cause or Resignation for Good Reason (as defined in the Employment Agreement), none of the Restricted Shares shall be subject to the above option, provided, however, that Stockholder’s continuous status as an employee has not terminated prior to such Termination by the Company Without Cause or Resignation for Good Reason.

b.    Following a Change of Control, none of the Restricted Shares shall be subject to the above option. A “Change of Control” means either (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after

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such transaction or series of related transactions, at least thirty-five percent (35%) of the voting power of the surviving or acquiring entity, or (ii) a sale of all or substantially all of the assets of the Company.

c.    Upon the occurrences of the following events, the Company shall have an immediate and automatic option, without any action having to be taken on the part of Stockholder to activate the option, to purchase from Stockholder or his transferee, at the price set forth in Section 4, all of the Restricted Shares subject to the option applicable to the timetable in subsection a above:

(i)    An Event of Bankruptcy with respect to Stockholder defined as follows: (A) an adjudication or order for relief by a state or federal court that such person is bankrupt or insolvent or is subject to Chapter 11 or any reorganization proceeding; or (B) filing by such person of a voluntary petition in any state or federal court to be adjudicated a bankrupt or to subject such person to Chapter 11 or any reorganization proceeding; or (C) the filing by a third party of an involuntary petition in any state or federal court to have such person adjudicated bankrupt or insolvent, or for an order for relief, or to subject such person to the provisions of Chapter 11 or any reorganization proceeding or to obtain the appointment of a receiver which is not dismissed within one hundred-twenty (120) days of the date of the filing; or (D) the making by such person of a general assignment for the benefit of creditors;

(ii)    An order or adjudication by any court that the spouse of Stockholder has acquired any right in the Restricted Shares as a result of equitable distribution rights under any applicable law or statute; or

(iii)    Any other event which adversely and involuntarily affects Stockholder’s rights in the Restricted Shares so that Stockholder would be required to transfer the Restricted Shares to a third party, and which is not otherwise provided for in this Agreement.

4.     Purchase Price . If the Company exercises its purchase rights under Section 3, the price per share shall be the fair market value of the Restricted Shares on the date of the event giving rise to the transfer. The Company’s Board of Directors (the “Board”) shall establish the fair market value, and shall not take into account the impact on the valuation of any restrictions on the Restricted Shares other than restrictions which by their terms will never lapse.

5.     Exercise of Company’s Options . The Company may exercise its options pursuant to Section 3 by giving Stockholder notice of its election within sixty (60) days of the later of the date on which Stockholder’s employment under the Employment Agreement is terminated or another triggering event described in Section 3 occurs. The notice shall include a closing date, which date shall be within thirty (30) days of the date the notice is given. The closing shall be at the principal office of the Company. Voting rights on the Restricted Shares subject to the option shall be vested in the Company as of the date the Company gives notice of its election to exercise the option. At its election, the Company shall pay the full amount for the Restricted Shares by check at the closing.

At the closing, Stockholder’s legal representative (as the case may be) shall deliver to the Company the stock certificate evidencing the Restricted Shares to be redeemed, properly endorsed in blank with all transfer and excise taxes paid and, in the event of death, Stockholder’s legal representative shall also deliver copies of letters testamentary or authority to act on behalf of the estate and a release or tax letter from appropriate tax authorities stating that the Restricted Shares transferred are not subject to taxes. Stockholder, or Stockholder’s representative if Stockholder is deceased, shall warrant that the Restricted Shares transferred are free and clear of all liens, encumbrances and claims.

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6.     Payment of Taxes and Section 83(b) Election . Stockholder agrees that concurrently with the execution of this Agreement Stockholder will execute an election under Section 83(b) of the Internal Revenue Code to be taxed currently on Stockholder’s compensation related to receipt of the Restricted Shares, which compensation is calculated to be the difference between the price Stockholder paid for the Restricted Shares and the amount which the Company has determined to be the fair market value of the Restricted Shares. The Company shall determine the amount of federal and state withholding due with respect to Stockholder’s compensation in the form of the Restricted Shares, and such amount shall be withheld from Stockholder’s next paycheck. Stockholder agrees to pay the Company the amount of withholding due with respect to the Restricted Shares within five (5) days of the date the Company gives Stockholder notice of the amount due, time being of the essence. No stock certificates shall be delivered on behalf of Stockholder until the payment of the withholding due is made. If the payment is not made within five (5) days of the date that the Company gives notice to Stockholder of the amount due, time being of the essence, the Company may arrange for withholding of all amounts due from Stockholder’s pay until Stockholder’s obligation is satisfied.

7.     Specific Performance . Because of the unique character of the Restricted Shares, the parties to this Agreement agree that the Company and its stockholders will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the sale or transfer of the Restricted Shares, an injunction may be issued restraining any sale or transfer pending the determination of such controversy. In the event of any controversy concerning the right of the Company to purchase or of Stockholder to sell any of the Shares, such right or obligation shall be enforceable in a court of equity by a decree of specific performance. Such remedy shall, however, be in addition to any other remedies which the parties may have.

Stockholder agrees that in the event of any violation of this Agreement, an action may be commenced by the Company for any such preliminary and permanent injunctive relief and other equitable relief in any court of competent jurisdiction in the State of Florida or in any other court of competent jurisdiction. Stockholder hereby waives any objections on the grounds of improper jurisdiction or venue to the commencement of an action in the State of Florida and agrees that effective service of process may be made upon Stockholder by mail under the notice provisions contained in Section 9.2.

8.     No Contract of Employment . Nothing contained in this Agreement shall be deemed to require the Company to continue Stockholder’s employment with the Company. From time to time, the Company may distribute employee manuals or handbooks, and officers or the Board may make written or
oral statements relating to the Company’s policies and procedures. Such manuals, handbooks and statements are intended only for the general guidance of employees. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any formal employee manual or handbook) shall be construed to modify this Agreement.

9.     Miscellaneous .

9.1     Binding Effect . This Agreement shall be binding, not only upon the parties to this Agreement, but also on their heirs, executors, administrators, personal representatives, successors, assigns (including any transferee of a party to this Agreement), and the parties agree, for themselves and their successors, assigns and representatives to execute any instrument which may be necessary legally to give effect to the terms and conditions of this Agreement.


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9.2     Notices . All notices, requests and amendments under this Agreement, shall be in writing, and notices shall be deemed to have been given when personally delivered or the next business day after being sent by overnight courier service addressed as follows (i) if to the Company: 140 Intracoastal Pointe Dr. #404, Jupiter, FL 33477, Attention President, or at such other address as the Company shall designate by notice; or (ii) if to Stockholder: to Stockholder’s address appearing below, or at such other address as Stockholder shall designate by notice.

9.3     Severability . The invalidity or unenforeceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

9.4     Governing Law; Jurisdiction . This Agreement shall be governed by the internal laws of Florida. The parties hereby consent to the exclusive jurisdiction of the courts of Palm Beach County, Florida for purposes of adjudicating any issue hereunder.

9.5     Amendment . Neither this Agreement nor any of the terms and conditions set forth in this Agreement may be altered or amended verbally, and any such alteration or amendment shall only be effective when reduced to writing and signed by each of the parties.

9.6     Stock Splits, etc. In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, Stockholder shall, as the owner of the Restricted Shares subject to restrictions hereunder, be entitled to new or additional or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new or additional or different shares or securities, shall also be imprinted with a legend as provided in Section 1, and all provisions of this Agreement relating to restrictions and lapse of restrictions shall be applicable to such new or additional or different shares or securities to the extent applicable to the shares with respect to which they were distributed, and such new or additional or different shares or securities shall be deemed to be “Restricted Shares” for all purposes hereof; provided, however that if Stockholder shall receive rights, warrants or fractional interests in respect of any such Restricted Shares, such rights or warrants may be held, exercised, sold or otherwise disposed of, and such fractional interests may be settled, by Stockholder free and clear of the restrictions set forth in this Agreement.

9.7     Entire Agreement; Rights and Interest . This Agreement constitutes the entire agreement of the parties with respect to the matters covered hereby, and supersedes any previous agreements, whether written or oral. Each party hereby stipulates and acknowledges that there are no other understandings, expectations or agreements, either written or oral, respecting Stockholder’s rights and entitlements as a stockholder of the Company, including, without limitation, any understandings, expectations, or agreements regarding any employment, compensation or other benefits, governance of the Company or the payment of dividends, except as expressly set forth in the Employment Agreement. Further, no such understandings, expectations or agreements which may hereafter arise shall be enforceable unless the same shall be reduced to a writing signed by the parties to be changed.


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IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement effective the date and year first above written.

DYADIC INTERNATIONAL, INC.
By:
 
 
 

 
 
Address:
 
 
 
 
 


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Exhibit 10.4


DYADIC INTERNATIONAL, INC.
2011 EQUITY INCENTIVE AWARD PLAN
STOCK OPTION GRANT NOTICE
Dyadic International, Inc., a Delaware corporation, (the “ Company ”), pursuant to its 2011 Equity Incentive Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the Holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“ Stock ”), set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “ Stock Option Agreement ”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
 
Participant Name:         
Participant ID:             
Plan Name:         
Award Number:        
Shares Granted:         
Award Type:        
Award Date:         
Award Price:         
Vesting Schedule:     
Expiration Date:        
By signing the Stock Option Grant Notice below and the Stock Option Agreement attached hereto as Exhibit A , Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and the Stock Option Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement.
 
DYADIC INTERNATIONAL, INC.:
By:
 
Print Name:
 
Title:
 
Participant:
 
Print Name:
 



EXHIBIT A
DYADIC INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “ Grant Notice ”) to which this Stock Option Agreement (this “ Agreement ”) is attached, Dyadic International, Inc., a Delaware corporation (the “ Company ”), has granted to Participant an Option under the Company’s 2011 Equity Incentive Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of shares of Stock indicated in the Grant Notice.
ARTICLE 1.
GENERAL
1.1 Defined Terms . Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.
1.2 Incorporation of Terms of Plan . The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
ARTICLE 2.
GRANT OF OPTION
2.1 Grant of Option . In consideration of Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company grants to Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 14.2 of the Plan. Unless designated as a Nonstatutory Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.
2.2 Exercise Price . The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.
2.3 Consideration to the Company . In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.


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ARTICLE 3.
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability .
(a) Subject to Sections 3.2, 3.3, 5.10 and 5.16 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.
(c) Notwithstanding Sections 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, pursuant to Section 14.2 of the Plan, the Option shall become fully vested and exercisable with respect to all shares of Stock covered thereby in the event of a Change in Control, in connection with which the successor corporation does not assume the Option or substitute an equivalent right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such acceleration shall apply.
3.2 Duration of Exercisability . The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.
3.3 Expiration of Option . The Option may not be exercised to any extent by anyone after the first to occur of the following events:
(a) The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date;
(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five (5) years from the Grant Date;
(c) The expiration of three (3) months from the date of Participant’s Termination of Service, unless such termination occurs by reason of Participant’s death or disability; or
(d) The expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or disability.
3.4 Special Tax Consequences . Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Nonstatutory Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after Participant’s Termination of Employment, other than by reason of death or disability, will be taxed as a Nonstatutory Stock Option.
3.5 Tax Indemnity .
(a) The Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and his/her employing company, if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax Liability” being any liability for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction) that is attributable to (1) the grant or exercise of, or any benefit derived by the Participant

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from, the Option, (2) the acquisition by the Participant of the Stock on exercise of the Option, or (3) the disposal of any Stock.
(b) The Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction of any Tax Liability that may arise in connection with the exercise of the Option and/or the acquisition of the Stock by the Participant. The Company shall not be required to issue, allot or transfer Stock until the Employee has satisfied this obligation.
ARTICLE 4.
EXERCISE OF OPTION
4.1 Person Eligible to Exercise . During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
4.2 Partial Exercise . Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.
4.3 Manner of Exercise . The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:
(a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;
(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which shall be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;
(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule or regulation; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
4.4 Method of Payment . Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:
(a) Cash or check;
(b) With the consent of the Administrator, surrender of shares of Stock (including, without limitation, shares of Stock otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(c) Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to

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the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).
4.5 Conditions to Issuance of Stock . The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;
(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;
(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.
4.6 Rights as Stockholder . The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 14.2 of the Plan.
ARTICLE 5.
OTHER PROVISIONS
5.1 Administration . The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.
5.2 Whole Shares . The Option may only be exercised for whole shares of Stock.
5.3 Option Not Transferable . Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

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5.4 Binding Agreement . Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.5 Adjustments Upon Specified Events . The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Stock contemplated by Section 14.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of shares of Stock subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 14.2 of the Plan.

5.6 Notices . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.6, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
5.7 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
5.8 Governing Law . The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
5.9 Conformity to Securities Laws . Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
5.10 Amendments, Suspension and Termination . To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.
5.11 Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
5.12 Notification of Disposition . If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date with respect to such shares of Stock or (b) within one (1) year after the transfer of such shares of Stock to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

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5.13 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
5.14 Not a Contract of Employment . Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.
5.15 Entire Agreement . The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
5.16 Section 409A . This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
5.17 Limitation on Participant’s Rights . Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

IN WITNESS WHEREOF , the Company has caused a duly authorized officer to execute this Agreement, and Participant has executed this Agreement, effective as of the Grant Date.

THE COMPANY:
DYADIC INTERNATIONAL, INC.:
By:
 
Print Name:
 
Title:
 
Participant:
 
Print Name:
 

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Exhibit 10.5

EMP L OYMENT AGREEMEN T


EM P L O Y ME N T A GR EEM EN T ( " Agreemen t ") made t his 16th day o f J une , 2016 by and be tw een D Y ADIC IN TER N AT I O N A L , I N C ., a De l awa r e co rp oration ( t he " Company " ) , and MA R K A. EMAL F A RB , a r esident of t he State of Florida (the "Executi v e ") .

Recital :

The Board of Di r ectors of the Company (the "Board " ) has determined that it is in the best interests of the Company and its stockho l ders to continue to employ the E x ecut i ve as Presiden t an d C hief Ex ec utive Offi c e r, and t he Executive des i res to conti n ue t o serve i n tha t capacity , on the te rm s a nd co n d i tions set forth h ere i n .

N OW, THEREFORE, it is hereby agreed as follows:

1 .     Emp l oyme n t Period . The Company shall cont i nue to employ the Executive, and t he E x ecu t ive shall cont i n u e to serve the Company , on the t e rm s and cond i t i ons se t f ort h in thi s Agr e e me nt , for the pe ri od beginning o n the date hereof ( t he "Commencemen t Da t e ") and endin g o n th e third (3r d ) anniversary of the Commencement Da t e (the "Initial Term ") w hich per i od shall aut o matic ally renew continuously for additional periods of two (2) years (each , a "Renewal Term") unless one party gives written notice of termination to the othe r at least sixty (60) days prior to the end of the then current term except as otherwise specifically provided below (the In i tial Term and the Renewa l Term(s), if any, shall hereinafter collec t i v ely be re f er r ed to as , t h e " Em p loyment Period ").

2.     Pos it ion a n d D u ti es . During the Emp l oymen t Per i od , th e E x ecu tiv e s h a ll con t i n u e to be employed as the President and Chief Executive Officer of the Company, and the Company shall cause the Executive t o be elected as a member of the Board . During the Employment Period, the Executive shall have authority to make operating decisions, plan the strategic direction of the Company , and hire , promote , and terminate the emp l oyment of pe r son n el , subjec t to the direc t ion o f the Boa r d. During the Emp l oyment Period , the Executive sha ll have such re asona bl e a n d cu st o m ary po w e r s as are g enerally assoc i ated wi t h t h e positions of P r esident a n d Chie f Exec u tive Offic er. During the Employment Period, the Executive shall devote his principal attention and time to the business and affairs of the Company and use his reasonable efforts to carry out suc h responsibilities faithful l y and efficiently. It shall not be considered a vio l ation of the foregoing for t he Exec u tive to serve on co r pora te , civ ic or charitable b o a r ds of d ir ectors or committees t hereof ( excl udi ng thos e whic h w o u ld create a confl i ct of i nteres t ) and manage his perso n a l investments, so l ong as s u ch ac ti vit i es do not m a t e r ia ll y i n t erfere wi th the p erfo rm a n ce o f t he E x ecu tiv e ' s respo n sibi li t i e s a s an emp l oyee of the Company in accordance with this Agreemen t .

3 .     C ompensat i on .

( a)     Base Salary . During the Employm e nt Per i od , t he E x ecu t i v e s ha l l r ecei v e an a n n u a l base salary ( th e " Annual Base Salary") of three h u ndred seventy five thousand dollars ($ 3 7 5 , 000 ), payab l e in ac c orda n ce w it h the reg u lar payro l l p r act i ces o f the Co mpany. Dur ing the E m p loyment Period, the Annual Base Salary may be reviewed by the Board for possible increases.

(b)     Annual Bonus . In addition to the Annual Base Salary, the Company may a w ard the E x ecut iv e an a n nua l bo n us , with the timing a n d amount o f any s u ch bo n us deter m i n e d in t he s o l e di scret i o n o f th e Compensation Comm i ttee of the Boa r d ( the "Co m pe n satio n C o m m i tt ee ").

( c)     Performance Stock Options . The Executive shall have the opportunity to be awarded three (3) annual incentive stock options , each such annual i ncentive stock option will be to purchase u p to t hree h u nd r ed thousand (300,000) sha r es o f c ommon s toc k ( the "M a x imum Option Bo n u s") b ase d on performan c e achievements in 2016 , 20 1 7 and 20 1 8 as prov i ded belo w:


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( i )     For 20 1 6, the Board has approved an aggregate grant to the Execu t ive of options to purchase up to three hundred thousand (300,000) shares, and will gran t upon the mutual execution hereof a first option to the Executive to purchase one hund r ed thousand (100 , 00 0 ) sha r es of the above r eferenc e d t h r ee hundred thousa n d ( 300 , 000) sha r e s a t a n e x ercise price equal to the price of t h e C omp a ny ' s pub l ic l y- t raded s h a r es on Ju ne 3, 2 0 1 6 , w h ic h shall v est i mmed i ate l y . I n D ecem b er 2 016 the Co m pensa t ion Comm i tte e w ill asses s the achievement of the 2016 performance objectives that have been established and agreed u pon between the Company and the Executive and then g r ant a second option to purchase up to two hundred thousand (200,000) shares or a portion thereof, w h ich opt i on shall be p r iced at an exer c i s e price equal to the p ri ce o f t he C o mpany's public l y- tr a d ed share s on the fi rst b u siness da y o f 2017 , and shall vest on January 2 , 2 017.

( ii )     On the first business day of each of 2018 and 2019, the Company shall gran t the Executive an option to purchase up to three hundred thousand (300 , 000) shares based on the Compensation Comm i ttee's evaluation of the Executive ' s prior year performance o bj ectives es t abl i she d and agreed upon by t he Com p any and t he E x ecut ive . In e a ch case , t h e o p t i on s h a l l be pri ced at an exercise price equal to the pri c e of th e Com p a ny ' s publ ic ly tr aded s ha res on the first bu s i n e s s day of each of 2 01 8 and 2019 , respec ti vel y, and shall vest on the gran t date.

Pe rf o rm ance i ncentives for the t i me period running from January 2019 through May 2019 will be ag r eed t o by t he Boar d and the Execu t i v e . S ho ul d the Employmen t Per io d t erm i na te a t th e en d of the Initi al Te r m f or an y o t her r eason t han Ca u se (a s de fined in Sec . 5( b )), p erfo r manc e s tock o pti o n i n cen t ives fo r t he t ime period J anuary 2019 throug h Ma y 20 1 9 w ill be b a se d s olely on t h e Compe n sat i on Committee's evaluation of the Executive's performance during this period and will be awa r ded , pr i ced and will vest on the first business day of 20 1 9 .

(d)     St oc k Ex chan g e S t ock Option . U po n the e x ecution o f th i s Ag reemen t, th e E x e cu t ive s h all be g ra n ted a five ( 5 ) year s toc k option to purchase fo ur h un dred t hou san d (4 0 0,00 0 ) shares of t h e Compan y's common s t o c k at a n exe r c i se price equa l to t h e J u ne 3 , 20 1 6 publ i cl y -tra d e d price , which option grant shall vest and become exercisable if the Company's shares of common stock commence trad i ng on the Nasdaq Capital Market or other stock e x change appro v ed by the Board. I n the event that t here is a Change of Control or sa l e of the Company (as defined in Sec. 5(d) below ), or in t he even t of passage o f a forma l B o a rd r esol u t i o n d ete rm in in g no t t o pu rs u e s u ch an u p-listi ng, t his option sha l l automaticall y v es t and b e e x erc i sab l e a t suc h t i me .

( e)     Licensing/Collaboration Transaction Stock Options . Upon the execution of this A greement, t he Company sha l l cause the Compensation Committee to authorize for the Executive stock options that are each exercisable for not l ess than five (5) years from their effective dates to p u r ch a se up to six hundred t housan d (600 ,00 0) shares of the C o m pa n y 's common st ock w h ic h s h all b e a w arded t o t he E x ecu t i v e and exe rci sable as f ollows.

F o r purposes of th i s Agreement a Bona Fide transaction is defined as a l icense, joint venture or o ther collaboration for development of a specific biologic with the i n tent to commercialize and/or a l i cense ag r eemen t that generates a cumulative five million dollars ($5,000 , 000) in non- r efundable cash, o r w he n eit h er t h e v accine o r biologic pha rm ace u t i cal busines s ca t egory i s s ol d.

( i)     a fi rs t opt i on f o r two hundred th o u sand ( 2 00 , 000 ) shares a t a n exe r ci se pr i ce equal t o t h e J une 3 , 2016 publicly - traded price of the common stock ( t he "First Option") will be awarded and vest when the Company shall have entered into a Bona Fide licensing agreement or other form of collaboration with Sanofi or another biotech/pharmaceutical company approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, antibodies or other biologics (the "First License/Collaboration");


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(ii)    a second option for two hundred thousand (200,000) shares at an exercise price equal to the June 3, 2016 publicly-traded price of the common stock (the "Second Option") will be awarded and vest when the Company shall have entered into a second such Bona Fide licensing agreement or other form of collaboration with Sanofi or another biotech/pharmaceutical company approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, anti-bodies or other biologics (the "Second License/Collaboration");

(iii)    on the date when the Company shall have entered into a second such Bona Fide licensing agreement or other form of collaboration with another biotech/pharmaceutical company as approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, antibodies or other biologics (the "Third License/Collaboration), a third option will be awarded to the Executive, exercisable for five (5) years, to purchase an additional two hundred thousand (200,000) shares of the Company's common stock at an exercise price equal to the price of the Company's publicly-traded shares on the date the Second License/Collaboration Agreement is executed by both parties. This option award will vest when the Company shall have entered into a Third License/Collaboration agreement.

(iv)    All awarded options will vest upon Change of Control as defined in Sec. 5(d) below.

(f)     Other Benefits . During the Employment Period , the Executive shall be entitled to participate in all benefit plans, practices, policies and programs provided by the Company (including without limitation, vacation, medical, prescription , dental, disability, retirement, salary continuance , employee life insurance, group life insurance, and accidental death and travel accident insurance plans and programs) that are commensurate with the Executive's position as chief executive officer and that are not less favorable than benefits provided to other executives of the Company.

(g)     Vacation . In respect of each twelve (12) month period falling within the Employment Period, the Executive shall be entitled to an aggregate of six (6) weeks of vacation, which sha l l be deemed vested and earned by the Executive in advance at the rate of three (3) weeks per each six (6) month period of the Employment Period, with no entitlement to acceleration of the aggregate in the event of a Change of Control or sale of the Company (as defined in Sec. 5(d) below). For each twelve (12) month period a total of three (3) weeks' vacation may be carried forward with no more than six (6) weeks carried forward at any point in time.

(h)     Expenses . During the Employment Period, the Executive shall receive reimbursement for all reasonable expenses incurred by the Executive in carrying out the Executive's duties under this Agreement, provided that the Executive complies with the generally applicable policies and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. The Company shall pay directly, or reimburse the Executive for, automobile expenses in amounts similar to the payments provided to him in 2015.

4.      Covenants of Execu ti ve

(a)     Proprietary Rights .

( i)     Ownership of Intel l ectual Property . The Executive hereby exp r essly agrees that a l l r esearch , biological mater i als, discoveries, inventions and innovations (whether or not r educed to practice or documented) , improvements, developme n ts , methods, designs , analyses, drawings , reports and a ll s imi l a r or r e l ated i n f orm a t io n ( w h et h er p at en t a b le or no t , a n d whe t he r or no t red uce d to writing), t r ade se crets (b eing in f o rmatio n ab o ut the b u s in es s o f t he Company wh i c h i s co n si d e r ed by th e Com pa ny t o be confiden ti al and is pr oprietary to th e Co mp a ny) and confidentia l inform a ti on , copy ri g ht a bl e works, and similar and related information (in whatever form or medium) , which (x) either (A) relate to the

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Company's actual or anticipated business, research and developmen t o r e x isting or fu t ure pr o duc t s or services or (B) result from any work performed by the Executive for the Company and ( y) a r e co n cei v e d, d e v e l o p ed , made or con trib uted to i n whole or i n part b y th e E x ecu t ive d ur i ng th e E mpl o ym e nt Per i od ('W o rk Product") shall be and remain the so l e and excl u s i ve pr ope rty o f t h e Co mp a ny . The Exe c uti v e s hall co mm unicate prom p tl y and fully all Work P ro d uct to th e Compa ny .

(i i )     Work Made for Hire . The Executive ac k nowledges tha t , unless othe rw ise agreed i n w riting by the Company, al l Work Product eligible for any form of copyright protection made or contributed to in whole or in part by the Executive w i thin the scope of the Executive ' s employment b y th e Co m pany durin g th e E m ployme n t Period s h all be deemed a " w ork m ad e f o r hir e " und e r th e c opy ri g ht la ws a n d sh a ll be o w ned exclusivel y by the C o mpan y.

( iii)     Assignment of Proprietary Rights . The E x ecutive hereby assigns, t r ansfe rs and conv e ys to the Company, and s h all assign , transfe r and convey to the Company, all right, ti t le an d interes t i n and to all inventions, ideas , improvements, des i gns , p r ocesses , tradema rk s , service marks, t r ad e na m es , t ra de s e crets , t r ad e d r e ss , da ta, dis coveries a nd o t he r pr o pr ie t a ry asse t s a n d p r opriet a ry r igh ts in a nd o f the Wo rk Produc t ( th e "Prop ri etary Rig h ts " ) f o r th e C o mp a ny' s e x clus iv e ownership a n d use, to g et h er with all rig hts t o s u e a n d re cove r f or p as t a nd fu tur e infring eme n t or m isa pp r opri a ti o n t hereof , which sha ll enjoy exclusive ownership and use, together with all rig h ts to s u e and reco v e r for past and future infringement or misappropriation thereof .

( i v )     Fu rth er I nstru m en t s . At the r e q u es t o f the C om pa ny , at a ll t imes du rin g the E m ploy m ent Pe r io d an d the r eaft e r , th e Executive wi l l pr o m ptl y a nd fully a ss i st th e C om p an y i n eff e cting t h e p u rp ose of t he forego i n g assignme n t , i ncl ud in g but n o t limit ed t o th e fu rt h e r a ct s o f e x ec uting a ny and all documents necessary to secure for the Co m pany such Proprietary Rights and other rig h ts to all W ork Product and al l confidential information related thereto , providing cooperation and giving testi m ony .

( v)     I na pp licab ili ty o f Sec. 4(a) in Certa i n C i rcumstances . The Com pa n y e xpressly ac kn owle d ges and ag r ees that, and the E x ecu t ive is hereby a d vi se d th a t, this S e c. 4 ( a) d o es not apply t o any i n ve n tion f or w hic h n o eq ui pmen t, supp l ies , f ac i li t ies or tr a d e se cre t info rmatio n of th e Co mpany was used and which w as developed entirely on the Executive's own time, unless (A) the in vention r e l a t es to the business of the Company or to the Company's actual or demonst r ably anticipated research o r development or (B) the invention results from any work perfo r med b y t he E x ecutive f o r th e Compan y.

( b)     O wn e rsh ip and Cove n an t t o Retu r n Documents . T h e E x ecu tiv e ag r ees t h at a ll W o rk P r oduct and a l l docume n ts or other tangible materials (whether orig i nals , copies o r abstracts) , i nclud i ng w it hout limitation , price lists, quotation guides, ou t standing quotations , books , records, ma n uals, files , sales l iteratu r e, tra i ning materials , customer records, correspondence, compute r disks or p rint-out documen t s, contracts , o r ders , messages, phone an d address l i sts , invoices a n d receipts, and all o b jec t s a ss o c iated therewith , which in a ny way relat e t o the bus i ne s s or affairs of the C ompany, e i ther fu r n i shed to t he Executive by the Compa n y o r prepared, compiled or otherwise acqu ir ed by t he E x e cut i v e du r in g the Emp l oyment Pe r iod , shall be the so l e and exclus i ve property of the Compa n y. T he Executi v e sha l l no t use , copy o r duplicate any of the afo r ementioned documents or ob j ects , nor r emove them from th e f ac il i t ie s of the Co m pa ny, n o r u se a n y i nforma t ion con cern in g th e m exce p t for the benefit o f the Company, eith e r during th e E mpl o yment P eriod or thereafter. Th e E x e cutive ag r ees that he will deliver all of the a fo rementioned docum e nts and o bj e cts th a t may b e in his po ss e ss ion to th e Company o n th e term in ation of his employment with the Company, or at any other time upon the Company ' s req u est, t og ether with h i s written certification of comp l iance with the provisions o f this Sec . 4(b).

(c)     No n-Di scl o s u re Covenant . T he Executive sh a l l not, a t any ti me, eith e r dir e c tl y or ind i rect l y, d isclose t o any "un a uthorized person" o r u s e f o r the be n e fi t of th e Exe c ut i ve or any per so n oth e r than th e Company an y W o rk P r oduct or any kn o wl e dg e or confi de ntial information which th e E xecutive may acquire whi l e employed by the Company (whether be f ore or after t he date of t his Agreemen t) r e l ating to (i) t he financial, marketing , sa l es and business plans and affa i rs , financial

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statemen t s , analyse s, f orecasts and p r ojections , books, account s , records , opera t ing costs and expenses and other fi nanc i a l inf o rmation of th e C ompany, (ii) int e rna l m a nag e m e nt to ols and syst e m s , c o s ting poli c ie s and me thods, pricing policies a nd m e thods and oth e r m e thods of d o ing bu s in es s , of the C ompany, (iii) customers , sales , cus t o mer requir e m e nts and usages an d distr i butor lis ts , o f the Comp a ny, (iv) a greements with customers, vendors, i ndepende n t contractors , employees a n d others , of the Company , (v) e x isting an d future products or services an d p roduct development p l ans, d esigns , analyse s a n d reports , of th e C o m pany, (vi) computer software and databases deve l oped for the Company , trade sec r ets , resear c h , r ecords of r esear ch , mod el s, d es igns , d r awi n gs, tec h nical d a ta an d r e po rts of th e Comp a ny, and (vii) correspondence or othe r privat e or confid e ntial matters, in f ormati o n o r data whe th er wr i tten, or al o r e l ectronic, which i s proprietary t o the Company and not g e ne ra lly k no wn t o the publ i c (individually and collectively "Confidential I nformation"), w i thou t the Company ' s prior written permission . For purposes of th i s Sec. 4 ( c) the term " unauthorized person " shall mean any person wh o is not ( i ) an officer or di r ector of the Company or an employee of the Company f or whom the disclosure of the know l edge or i nformatio n ref e rr e d t o h e r ei n i s nece ss ary for his perform a nce of h is assign ed du ti es, or (ii) a pe r so n e x pre s sly authorized by the Comp a ny t o r e ceive di s cl o su r e o f su c h know l edge o r inform a tion. The C o mpany express l y a cknowle d ge s an d agree s t ha t the t e rm "C o nfid e ntial I nformation" excludes i nformation wh i ch i s (i) in the public domain or otherwise general l y known to the trade, or ( ii ) d isclosed to third pa rti es oth er than by reason of the Executive's breach of his confidentiality ob l igations here u nder, or (i ii ) learned o f b y the E xecutive subsequent to the termination of his employment hereunder from any other party not the n under an obligat io n of c o nfid en tiality to t h e Company . Further, the E xe c ut i ve c ovenan t s to the Compan y that in the E x e cu ti ve's p e rformance o f h is duties her e under, he wil l n o t viol a te a ny confid e ntial i ty obligations he m a y h a v e t o a ny third parties.

(d)     N on-Interference Covenants . The Executive covenants to the Company t hat w hile he i s emp l oyed by or otherwise renders serv i ces to the Company and for a three (3) year period therea ft e r (the "Restrictive Period"), he will not, for any reason , directly or indirec tl y: (i) so l icit , induce , or o t herwise do any act or th ing whi c h may ca u s e an y oth e r emp l oyee of the Comp an y to l e a ve the employ or otherwise interfere with or ad v e rsely affect th e relat i ons h ip (contra c tual or o t h e rwise) of the Company with any p e rson who is th e n or ther e aft e r bec o mes a n e mpl oyee o f th e Comp a ny; (i i ) d o any a ct or thing which may interfere with or adversely affect the relationship (contractua l o r otherwise) of the Com p an y with any vendor of goods or services to the Company or induce any such vendo r to cease do i ng bu s iness with the Company; or (iii) except for Competitive Activities (as defined in Sec . 4(e) hereof) engaged in b y th e E x e cutiv e aft e r t he e x p i ra tion of th e R estri c t i ve Peri o d, d o a n y act or thing wh i c h may interfer e with o r adver s ely affect the rela ti on shi p (contractual or o therwi s e) of th e C omp a ny with any customer o f the Comp a ny or indu ce a ny such c us tomer to ce ase d o ing bu si n es s w i th th e C o mpany. The Executive agrees that, othe r than re l ated to events that occurred p r io r to June 20, 2008, he w il l never make or publish any sta te ment or communication which is dispa r agi n g, negat i ve or u nflattering with respect to Company and/or its direct or indirect stockholders, officers, di r ectors, employees, agents or affiliates. PROVIDED, HOWEVER, that in the event the Company is sold, or there is a Change of Control, the Re s trictive Period shall be one (1) year from the sale or Change of Control .

(e)     Covenant Not To Compete . The Executive expressly acknowledges that (i) the performance of his services for the Company hereunder will afford him access to and cause him to become highly knowledgeable about the Company's Confidential Information; (ii) the agreements and covenants contained in th i s Sec. 4(e) are essential to protect the Confidential Information, business and goodwill of the Company and the restraints on the Executive imposed by the provisions of this Sec. 4(e) are justified by these legitimate business interests of the Company; and (iii) his covenants to the Company set forth in this Sec . 4(e) are being made both in consideration of the Company's employment of the Executive and other financial benefits of this Agreement. Accordingly, the Executive hereby agrees that during the Restrictive Period he shall not, directly or indirectly, own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of bus i ness engaged in by the Company (collectively, "Compet i tive Activities"). The preceding to the contrary notwithstanding , the Executive shall be free to make investments in the publicly-traded securities of any

5



corporation, provided that such investments do not amount to more than ten percent (10%) of the outstanding securities of any class of such corporation. As provided in Sec. 4(d), the Restrictive Period in the event of a sale of the Company or a Change of Control shall be one (1) year.

(f)     Rationale for and Scope of Covenants . If any of the covenants contained in this Sec. 4 is held to be invalid or unenforceable because of the unreasonableness of the time, geographic area, or range of activities covered thereby, such covenant and the other covenants shall nevertheless be enforced to the maximum extent permitted by law and effective for such period of time, over such geographical area or for such range of activities as may be determined to be reasonable by a court of competent jurisdiction and the parties hereby consent and agree that the scope of such covenants may be judicially modified, accordingly , in any proceeding brought to enforce such covenants . The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character , and his position with the Company places him in a position of confidence and trust with the customers , suppliers and employees of the Company . The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal relationship with the Company's customers, and a knowledge of these customers ' affairs and requirements as well as confidential and proprietary information developed by the Company after the date of this Agreement. The Executive acknowledges that the Company's relationships with its established clientele may therefore be placed in the Executive ' s hands in confidence and trust . The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill, confidential and proprietary information , and legitimate business interests of the Company and its affiliates that the Executive make the covenants contained herein , that the covenants are a material inducement for the Company to continue to employ the Executive and to enter into this Agreement, and that the covenants are given as an integra l part of and are incident to this Agreement.

(g)     Remedies for Breach . The restrictive covenants set forth in this Sec. 4 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any restrictive covenant. The Company has fully performed all obligations entitling it to the restrictive covenants, and the restrictive covenants therefore are not executory or otherwise subject to rejection under the Federal Bankruptcy Code. If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of th i s Sec. 4, the Company shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Sec. 4 specifically enforced by any court having equity jurisdiction, by the entry of temporary, preliminary and permanent injunctions and orders of spec i fic performance, t o g e ther with an accou n ting t h e re fo r, it being expressly acknowledged and agreed by the E x ec utive that any s uch bre ac h or th re at e ned breach wil l cause irreparable in j ury to the Company and that money damages will not provide an ad e quate rem e dy to the Company . A ny such i njunction shall be availab l e without the pos ti ng of any bond o r other security, and t he E xe c u tive hereby consents to the issuance of such in j unction. The Executive further agrees t h a t an y such injun ctiv e relief obtained by the Company shall be i n ad d ition to , a n d not i n lieu of , monetary da m ages a n d any other remedi es to which the Company may be entitled . Furt he r, in the event of an alleged breach or violati o n by the Ex e cu t ive of a n y of th e pr o visio n s of Section s 4(c) , 4(d) or 4(e) hereof , the Restrictive Period sh a ll be tolled until such br e ach or v i olation has b e en cured.

( h)     Survival . Notwithstanding anyth i ng to t he contrary set forth herein , the pro v isions o f this Sec . 4 shall su rv ive the termination or cessation of this Ag r eement or the Executive ' s e m p l o y men t , i rrespecti v e of the reason for such termination or cessa ti on . T he Executive sh all disclose the r est ric t ions se t forth in this S ec. 4 to an y subsequ e nt employer or pot e n t i a l em p loyer dur in g t h e Re s trictive Period.

5 .     Termination of Employment .

( a )     Dea t h or Disability . The Executive's employment a n d t he Em p loyment P eri od sh al l terminate automa t ical l y upon the Executive's death d ur i n g the Employment Period. The C omp a ny sha l l

6



be entitled t o terminate the Executive ' s employment in the even t o f th e Execu t ive's D i sab ility duri n g the Employment Pe r i o d. "Disabi l ity" m e ans tha t th e Exe c utiv e ha s bee n unab l e , for a period of n inety (90) consecuti v e days or one hu n dred twenty (120) day s during any tw e lv e (12) mon t h period to perform th e Execu ti ve's dut ie s under thi s Agre e ment as a re s u l t of phys i cal or mental i llness or inj u ry, and that the Company has rece i ved an independent medica l report a n d op i nio n t h a t t he Executive is disabled.

(b)     By the Comp a ny . The Company may termi na te the E xecutive ' s employment during the Employment Period for Cause or without C a u s e. " Caus e " means :

( i)    The continued failure of the Execut i ve subs t antially to perfo rm hi s d ut i e s under th i s Agr e emen t (other than as a resu l t of physical or mental i llness or injury), w h ich has not been cured by the Ex e cutive after be i ng gi v en specific wr i tt e n details of t he alleged breac h a n d the Executiv e has been given r e as o n a ble opportun i ty wi t hin thirty (30) days of re c eivi n g written notice of such bre a ch from the Compa n y to c ur e t h e all e ged breac h by s ubst a nt i a l p e rformanc e of the specified duties;

( i i)    a material breach of a materia l provision of t his Agreement wh i ch has no t been cured by the Execu t i v e after being given specific written details of the al l eged breach and th e Exec u tive has been given thirty (30) d ays after receiving written no t ice of suc h breach f r o m the Company t o c ure th e al l eged brea c h;

(iii)    a mat e rial b re ac h of a material provi s ion of the C o nfidential I nformat i on and Inventions Assignment Ag r eement between the Company and the Executive wh i c h has not bee n cured by t he Executive after be i ng g iv en specific w r itten deta i ls of the alleged breach a nd the E x ecutive has been given thirty (30) days after receiving w r itten notice o f such breach from the Compan y to cure the all e ged breach;

(i v )    i l legal or g r os s misconduct by the Ex e cutive, as it solely r e l a t e s to the Company ' s affairs , in e i ther case, that is willful and in the Boa r d's disc r etion may result i n materia l damage to the business or reputat i on of the Company and which has not been stopped and cured b y the Executive afte r being g i ven th i rty (30) days' wr i tten notice of the specific illegal o r g r oss m i scon du ct a s serted by the Company;

(v)    conviction of or plea of no contest to a felony or any crime committed by the Executive involving theft, fraud , or dishonesty whether or not committed in the course of performing services for the Company;

(vi)    habitual abuse of drugs or alcohol by the Executive, after ten (10) days prior warning from the Company;

(vii)    intentional act(s) of disloyalty, deliberate dishonesty, fraud, or breach of fiduciary duty by the Executive to the Company or any of its affiliates after adjudication of such alleged acts; or

(viii)    material non - compliance by the Executive with the Company's written policies which has not been cured by the Executive after being given specific written details of the alleged non-compliance and the Executive has been given thirty (30) days of written notice of such breach from the Company to cure the alleged breach.

A termination of the Executive's employment by the Company shall be effected by giving him written notice of termination following any cure period set forth herein if the alleged act has not been cured by the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without an opportunity for the Executive (together with counsel, if requested) to be heard in person by the Board after being provided with all of the specific facts and circumstances in writing relating to the proposed termination at least twenty (20) days in advance of such meeting of the Board, and a good faith

7



best efforts determination by the Board thereafter that the Executive's conduct was of such a substantial or continuing nature which has gone uncured that it would justify a termination for Cause .

(c)     Good Reason . The Executive may, at his sole option, terminate his employment for Good Reason or without Good Reason. "Good Reason" means:

(i)    the assignment to the Executive of duties materially inconsistent with Sec. 2 of this Agreement, other than an action that is not taken in bad faith and is remedied by the Company within twenty (20) days after receipt of written notice thereof from the Executive; and

(ii)    any material failure by the Company to comply with Sec. 3 of this Agreement, other than a failure that is not taken in bad faith and is remedied by the Company within thirty (30) days after receipt of written notice thereof from the Executive.

(d)     Change of Control . In the sole discretion of the Compensation Committee, Executive may be awarded an additional bonus on or before the occurrence of a Change of Control. For purposes of this Agreement, Change of Control is defined as a merger. acquisition or sale of assets resu l ting in the number of shares of all existing Company stockholders with voting power immediately prior to such transaction being reduced to less than fifty percent (50%) voting power following such transaction or if both the vaccine and biopharmaceutical business categories are sold.

Any termination of the Executive's employment by the Executive shall be effected by giving the Company at least thirty (30) days' prior written notice of the termination .

6.     Obligations of the Company upon Termination .

(a)     By the Company Other Than for Cause . I f (i) the Company terminates the Execut i ve's employmen t during the E mp l oyment Period o t he r than f o r Cause or ( ii) the Execu t i v e te r minates his employment for Good Reason or (iii) in the case of t he Execu t ive's Death or D isab i l i ty d u r ing the Employment Per i od, then t he Company shall fulfill its obligations as to Ann u a l Base Sa l a ry under Sec . 3(a) hereof through t h e effective date of termination (the "Termination Date") , and the Executive sha l l be entitled to receive his Annual Base Salary and accrued but unpaid vacation t hrough the dat e the r eof plus , in the s ole dis c r etion of the Compensation Comm i ttee , the 2016 and 2017 Maxi mum Optio n Bonus sha l l be payable in accordance w i th t he Com p any ' s no r ma l pa yr ol l pract i ces .

I n addition , all of the Execut i ve's unvested incentive options set forth in Sections 3(d) and 3(e) will vest immediately in the event milestones for which the options have been awarded are achieved within one (1) year from the dat e of termination or upon a Change in Control .

As a conditio n to recei v i n g such payment o f acc r ued bu t unpaid v aca t ion time and t he a gree m en t for such contingent opt i on accele r at i on f ol l owing the Term i natio n Da t e , the Exec u ti v e shal l sign a R e l ease co v ering all ma tt e r s relat i ng to his empl oy ment i n favo r of the Co mp any an d i ts affi li a t e s , i n such form as the Company shall reasonably request. The Release w i ll not however release the Executive ' s post-termination rights to severance benefits described above in this subsection .

( b )     Cause: O t her than for Good Reason . If the E xe cutive's emp loy ment is term i nat ed by the Company f or Cause du r ing the Employment Period or if t he E x ecu t i ve r esigns o t he r t h a n fo r Goo d Rea s on, the Company shall pa y the Execut i ve the An n ual B a se S a l ary a n d al l oth er be nefi ts and expenses provided under Sec. 3 above that have been accrued or earned through the Termination Date and the Company sha ll have no further obligations under this Ag r eement other than for any entit l ements under the terms of any other plans or programs of the Company in which the Execu t ive part i cipated and under w hich the Execu t ive has accrued a benefit.


8



7.     Co m p lian ce wit h C o de Sec ti o n 409A . It is t h e inten t ion of bo t h t he Com pan y a nd the Execut i ve that the benefits and righ t s to which the Executive could be entitled pursuant t o this Agreement comply with Sec. 409A of the Internal Revenue Code of 1986 , as amended f rom time to time , and its implementing regulations and guidance ("Sec. 409A") , to the extent that the r equirements o f Sec . 409A are applicable the r eto, and t he prov i s i ons of t h is Agreement s h all be c o nst rued i n a manner co n sis t ent wi th that in t en t ion. I f the Executi v e or the Company be l ie v e s, a t any t im e, that any such benefit or righ t that i s sub j ect to Sec . 4 09A does no t s o comp ly, i t s h al l promp tly adv i se the other and sha l l negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Sec . 409A (with the most limited possi b le eco n omic effect on the Executive and on the Company). Such p r ovisions include:

(a)     D i st r ibu ti ons on Account of Separa t io n from Se rv ice . If a n d t o th e extent requ i r e d to com pl y w i t h Sec. 409A, any payment or be n efit requ i red to b e paid u n de r this Ag r ee m en t o n a c co un t of termination of the Execu t ive ' s e m p l oyment , serv i ce (or any o t her s i m i lar te rm) s h al l be made onl y in connection with a "separation from service" with respect to Executive within the meaning of Sec. 409A.

(b)     N o Accelera ti on of Paymen t s . N e i t h er t h e C ompany nor the Executive , i nd i v idu al ly or in combina t ion , may accele r ate any payment or benefit that is sub j e ct to Sec. 409A , e x c e pt i n compliance with Sec. 409A and t he p r ov i sions o f th i s Agreement, and no amoun t t ha t is su b je ct to Sec. 409A shall be paid prior to the earliest date on which it may be paid without violating Sec . 409A.

(c)     Expense Reimbursements . Notwithstanding anything herein to t he contrary or othe r - wise, except to the extent any expense o r reimbursement provided pursuant to this Agreement does not constitute a "deferral of compensation" within the meaning of Sec. 409A, (i) the amount o f expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive i n any other calendar year, (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred , (iii) the right to payment or reimbu r sement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefi t , and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company's pol i cies and procedures regarding such reimbursement of expenses.

8 .     No Mitigation . In no event shal l the Executive be ob l igated to see k other employment or take any other action by way of mitigation of the amounts payab l e to the Executive u nder any of the provisions of this Agreement and such amounts shall not be reduced , regar d less of whether the Executive obtains other employment .

9.     Successors . This Agreement is personal to the Executive and, without the prior written consent of the Company, shall no t be assignable by the Executive. Sub j ect to the preceding sen t ence, this Agreement shall inure to the benefit of, be binding upon and be enforceable b y the Executive ' s successors, assigns and lega l representatives. This Agreement shall inure to the benefi t of and be binding upon the Company and its successors and assigns.

10.     Miscellaneous .

(a)    This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida , without reference to pr i nciples of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect . This Agreement may no t be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)    Whe n a refe r ence is made in this Agreement to a section or schedule , such reference shall be deemed to be to this Agreement unless otherwise indicated. Wheneve r t h e wo r ds "include ,"

9



"includes" or "including" are used in this Agreement , they shall be deemed to be followed by the words "without l imitation." As used herein, words in the singular will be held to include the plural and vice versa (unless the context otherwise requires), words of one gender shall be held to include the other gender (or the neuter) as the context requires, and the terms "hereof", "herein", and "herewith" and words of s i milar import will, unless otherwise stated , be construed to refer to th i s Agreement as a whole and not to any particular provision of this Agreement.

(c)    The parties agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provis i o n s of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promu l gated thereunder, unless the context requ i res otherwise.

(d)    All notices and other communications under this Agreement shall be in w ri ting a n d shall be given by hand to the other party or by certified mail or overnight courier service, addressed as follows , or by email or fax as follows:




10


If to the Executive:
Mark A. Emalfarb
193 Spyglass Court
Jupiter, FL 33477
mark@emalfarb.com
Fax: 561-747-9522

With a required copy to:
Thomas Earl Patton, Esq.
Butzel Long
1747 Pennsylvania Ave., NW #300
Washington DC 2006
pattont@butzel.com
Fax: 202-454-2805

If to the Company:
Dyadic International, Inc.
140 lntracoastal Pointe Drive #404
Jupiter, FL 33477
Attn: Board of Directors
Thomas Dubinski
Corporate Secretary
tdubinski@dyadic.com
Fax: 561-743-8343

With a required copy to:
Mark H. Mirkin, Esq.
Rimon Law P.A.
112 Via Castilla
Jupiter, FL 33458
Mark.mirkin@rimonlaw.com
Fax: 561-935-9678

or to such other address as either party furnishes to the other in writing in accordance with this section . Any such notice or communication shall be deemed to have been received ( i ) when delivered, if pe r sonally delivered, (ii) on the next business day after dispatch, if sent postage pre-paid by a nationally recognized, overnight courier guaranteeing next business day delivery, and (iii) on the fifth (5 th ) business day following the date on which the envelope containing such communication is posted , if sent by certified mail, postage prepaid, return receipt requested.

(e)    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement . If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and cont i nue in full force and effect to the fullest extent consistent with law .

(f)    The Executive's or the Company's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(g)    Except as otherwise provided herein, no remedy herein conferred upon a party hereto is intended to be exclusive of any other remedy. No single or partial exercise by a party hereto of any right, power or remedy hereunder shall preclude any other or further exercise thereof. All remedies under this Agreement or otherwise afforded to any party shall be cumulative and not alternative.

(h)    The Executive hereby agrees tha t any suit, action or p ro ceeding rela ting i n an y w a y t o this Agreement shall be b r ought and enforced in the Circuit Co u rt of Palm Beach County of the State of Florida or in the federal District Court for t he Southern Distr i ct of Florida , and in either case, the Executive hereby submits to

11


the jurisdiction of each such court . The Execut i ve hereby waives and ag r ees no t t o assert , by way of motion or o t he rwi se , in any such su i t, action or p roceedi n g, a ny c l a im that he i s not perso n a l ly subject t o t he jurisdicti o n o f t he above name d c o urt s , that the su i t, ac t ion o r p r oceeding is b r ough t i n an i n c onven i ent fo rum or that t h e v en u e of t he su i t, ac t io n o r pr o c eeding is improper . The Executive consents and agrees to service of process or other legal sum m ons for purpose of any such suit , action or proceeding by registered mail addressed to the Executive at h is address listed i n the business records of the Company or i n this section. No t hing conta i ned he r ei n sha ll affect the ri ghts of t h e Compan y to b r i n g a sui t, ac t io n o r procee d i ng i n an y o th er a p p r opriate j urisd ict io n.

(i )    EACH P A RTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CO N TROV - ERSY W H ICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPL I CATED AND DIFFICULT ISSUES , AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND U NCO ND I T I ONALL Y W A IVES AN Y RIGHT SUCH PA RTY M AY HAV E T O A TR I A L BY JU RY IN R ESPEC T OF A N Y LIT I GATION D I RECTLY OR I N D I RE C TL Y A R I S IN G OUT OF O R R E LATING T O T H IS A GREEME N T , A NY OR AN Y O TH ER I NSTRU M ENT E X ECUTED I N C ONNE C T I ON HEREWITH OR THEREW I TH , OR IN ANY WAY CONNECTED WITH OR RELATED OR INC I DENTAL TO T HE DEALINGS OF THE PARTIES OR ANY OF THEM IN RESPECT OF THIS AGREEMENT . EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRES E NTA T IVE , AG E N T OR A TIOR N EY OF THE OTHER PARTY H A S REP R ESE N TED , E X P R E S SL Y OR O T HE R W I SE , THAT S U CH OTHER PARTY W OULD NO T , I N T HE E V E N T OF L ITI GA TI O N, S EE K TO E N FORCE TH E FOREGOING WAI V ER , (i i) EAC H S UC H PAR TY U N DE R ST AN DS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WA I VER, (iii) EACH SUCH PARTY MAKES T H I S WAIVER VOLUNTARILY , AND ( i v) EACH SUCH PARTY HAS BEEN INDUCED TO E NTER I NTO T H I S AGREEMENT BY , AMONG OTHER THINGS , THE WAIVERS A N D CERTIFICATIONS IN T HIS SECTIO N. EACH PARTY A GREES THAT THE OTHER MAY FI LE A C O PY O F T H I S AGREEMENT WITH A N Y COURT AS WR I TIEN EVIDENCE O F THE CO N SE N T OF THE PAR T I ES TO TH E W A I VE R OF I TS R I GHT T O TRIAL BY J U RY .

(j )     T h e parties agree that in the event of the institution of any action at law or in equity b y either party to enforce the provisions of this Agreement, the losing party sha l l pay all of the costs and expenses of the prevai l ing party, including reasonable fees and expenses of attorneys and accountants , incu r red i n connectio n t he r ew i t h .

( k)     This A g r ee m e nt m a y be e x ec u ted i n counte rp arts , eac h o f wh i c h sha l l be d e em e d an o r iginal , a n d said counterparts shall const i tute but one and the same instrume n t . Delivery of an e x ecuted counterpart of a signature page to this Agreement by facs i mile, portable document fo r mat or other e l ectronic means shall be effective as delivery of a manually executed counterpart to the A greem en t.

S IGNATURE PAGE FOLLOWS

12


IN WITNESS WHEREOF, the parties have entered into th i s Agreement as of the day and yea r first above written .




DYADIC INTERNATIONAL, INC.
 
 
 
 
 
 
By:
 
/s/ Michael P. Tarnok
 
Name:
Michael P. Tarnok
 
Title:
Chairman, Compensation Committee
 
 
 
/s/ Mark A. Emalfarb
Mark A. Emalfarb




13


June 16, 2016


Mark A . Emalfarb
1 93 Spyglass C ourt
J up i ter , F L 3 3 4 77


Re : Change of Cont r ol Compensation

Dear Mark,

Simultaneously here with, yo u ar e enter i ng into a n Emp loyme nt A greem en t w ith Dyadic wh i ch supe r s e des y our E mp l o ym ent A greeme nt fr om October 23, 2013 (th e " Origin a l Contra c t " ) that se t t he term s for yo u r emplo y m e nt a s D y adic ' s P res i dent and Chief Ex e cut iv e Offic er.

Sec. 6(a) of the Original Contract provided you with certain rights in the event of a Cha n ge of C o ntrol as defined in that subsection, includ i ng the right to receive a lump sum p ayment of $1,335 , 000 (the equivalent of three years ' of total compensation) upon giving Notice of Term i nation for Good Reason be for e D e c e mber 3 1, 2016 ( the " C h a n ge o f C ontr ol Compen s a t ion " ). Dyadic ' s sa l e of a ssets tra n sac ti on in D e c em b e r 20 15 en t i tled y ou to g i v e suc h a N o tice .

Because your new Employment Agreement supersedes t he Original Contract, as consideration for your executing the new Employment Agreement, the Change of Control Compensation shall be pa i d to you in 36 consecutive monthly payments of $37 , 083.33 in lieu of a lump sum. If your emplo y men t by Dyadic t ermin at es f o r a n y re as on, the ent ir e unpaid remainin g ba la n c e o f t he C ha n g e of C o ntr ol Compe n sat ion sh all be immed i at e l y due and pa y able to yo u i n f u l l .

This letter agreement const i tutes a legally binding agreement between you and Dyadic .

P lease acknowledge our a cceptance of the foregoing by signing you r na m e where i ndicated b e low.


V e ry trul y y o u rs ,



/s/ Michael P. Tarnok
M ic h ael P . Tarnok
Cha i rman, Compensation Committee

Accepted and acknowledged this 16th day of June, 2016
 
 
 
/s/ Mark A. Emalfarb
Mark A. Emalfarb


14


FIRST AMENDMENT
TO
EMPLOYMENT
AGREEMENT

THIS FIRST AMENDMENT (this " First Amendment ") is made and entered into by and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the "Company") and MARK A. EMALFARB (the " Executive ") as of the 23 th day of January, 2017 .

RECITALS:

A.    The Company and the Executive are parties to that certain Employment Agreement dated June 21", 2016 (the " Employment Agreement "). Each capitalized term used but not expressly defined in this First Amendment shall have the meaning assigned that defined term in the Employment Agreement.

B.    The Company and the Executive wish to amend the exercise price of the options under the Employment Agreement to be priced at an exercise price equal to the average closing price of the Company's publicly-traded shares often (l0) trading days preceding the grant date as provided herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby amend the Employment Agreement as follows:

1.      Revise Exercise Price on Option .

Section 3.(c) of the Employment Agreement, entitled " 3. Compensation (c) Performance Stock Options " is hereby amended to read as follows:

(i)    ... which option shall be priced at an exercise price equal to the average closing price of the Company's publicly-traded shares of ten (10) trading days preceding the first business day of 2017 and shall vest on January 2, 2017.

(ii)    On the first business day of each of 2018 and 2019, the Company shall grant the Executive an option to purchase up to three hundred thousand (300,000) shares based on the Compensation Committee's evaluation of the Executive's prior year performance objectives established and agreed upon by the Company and the Executive. In each case, the option shall be priced at an exercise price equal to the average closing price of the Company's publicly-traded shares of ten (10) trading days proceeding the first business day of each of 2018 and 2019, respectively, and shall vest on the grant date.

2.     Effect of Amendment . Except as expressly amended by the provisions of this First Amendment, all of the terms and provisions of the Employment Agreement shall remain in full force and effect.


15


IN WITNESS WHEREOF, the Company and the Executive have executed this First Amendment as of the day and year first above written.

THE COMPANY:
 
THE EXECUTIVE:
 
 
 
 
 
DYADIC INTERNATIONAL, INC., a
 
 
Delaware Corporation
 
 
 
 
 
 
 
By:
/s/ Michael P. Tarnok
 
By:
/s/ Mark A. Emalfarb
 
Michael P. Tarnok
 
 
Mark A. Emalfarb
 
Chairman
 
 
 


16
Exhibit 10.6

EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of May 1, 2016 by and between DYADIC INTERNATIONAL, INC., a Delaware corporation, with its principal place of business at 140 lntracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477 (the "Company"), and THOMAS L. DUBINSKI, a resident of Florida ("Employee"). (The Company and Employee are sometimes hereinafter jointly referred to as the "parties" and individually as a "party.")

Recitals:

A.
Employee has been employed by the Company as its Vice President and Chief Financial Officer since August 4, 2014 pursuant to an Employment Agreement dated July 15, 2014 (the "Original Contract").

B.
The Company wishes to assure itself of the services of Employee for the period provided in this Agreement by entering into this Agreement and thereby superseding the Original Contract.

NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereby agree as follows:

ARTICLE I
EMPLOYMENT RELATIONSHIP

1.1    Recitals. The Recitals to this Agreement are hereby incorporated herein and made a part hereof.

1.2    Employment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to continue to employ Employee to serve as the Company's Vice President and Chief Financial Officer and Employee hereby accepts such ongoing employment, and agrees to perform all of his assigned duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner, and in compliance with the Company's Code of Business Conduct and Ethics, a copy of which appears on the Company's website.

1.3    Duties; Reporting Authority. Employee shall continue to have the normal and customary duties, responsibilities and authority of a Person (as that term is defined in Article VII below) holding the title and job description set forth in Sec. 1.2 hereof, and in addition, shall perform such other duties on behalf of the Company as may be assigned to him by the Chief Executive Officer ("CEO") of the Company, or by the Company's Board of Directors (the "Board"). Employee shall report to the CEO of the Company in connection with Employee's performance of his duties.

1.4    Exclusive Employment. While employed by the Company, Employee agrees to devote his entire business time, energy, attention and skill to the Company (except for permitted vacation periods and reasonable periods of illness or other incapacity), and use his good faith best efforts to promote the interests of the Company. The foregoing shall not be construed as prohibiting Employee from spending such time as may be reasonably necessary to attend to his investments and personal and other affairs, so long as such activities do not conflict or interfere with Employee's obligations and/or timely performance of his duties to the Company hereunder.

1.5    Employee Representations. Employee hereby represents and warrants to the Company that:

(a)    the execution, delivery and performance by Employee of this Agreement and any other agreements contemplated hereby to which Employee is a party do not and shall not conflict




with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound;

(b)    Employee is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person or entity; and

(c)    Employee hereby acknowledges and represents that he has consulted with, or had the opportunity to consult with, independent legal counsel regarding his rights and obligations under this Agreement and fully understands the terms and conditions contained herein.

1.6    Company Representations. The Company hereby represents and warrants to Employee that the execution, delivery and performance by the Company of this Agreement and any other agreements contemplated hereby to which the Company is a party do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound .

1.7    Indemnification.

(a)     By Employee . Employee shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, judgments, costs, expenses, or liabilities incurred by the Company arising out of or in connection with the breach of any representation or warranty of Employee contained in Sec. 1.5, Article IV and Sec. 6.1 of this Agreement.

(b)     By the Company . The Company shall indemnify and hold Employee harmless from and against any and all claims, demands, losses, judgments, costs, expenses, or liabilities incurred by Employee arising out of or in connection with the breach of any representation or warranty of the Company contained in this Agreement. Further, the Company shall defend, indemnify and hold Employee harmless to the fullest extent permitted by applicable law and the Bylaws of the Company.

ARTICLE II
PERIOD OF EMPLOYMENT

2.1    Employment Period. Employee shall continue to be an employee of the Company until the date fixed by the provisions of Sec. 2.2 hereof, subject to the early termination provisions of Article V hereof (the "Employment Period").

2.2    Term of Employment Period. The Employment Period of this Agreement shall begin on the date hereof and shall continue until April 30, 2018 unless terminated as provided in Article V below.

ARTICLE Ill
COMPENSATION

3.1    Annual Base Compensation. The Company shall pay to Employee an annual base salary (the "Annual Base Compensation") in the amount of two hundred twenty five thousand dollars ($225,000). The Annual Base Compensation shall be paid in regular installments in accordance with the Company ' s general payroll practices , and shall be subject to the payment by the Company of all required federal, state and local withholding taxes. Employee's Annual Base Compensation shall be reviewed by the Company ' s CEO and the Compensation Committee of the Board (the "Compensation Committee") annually.

3.2      Potential Bonuses. In respect of each of the twelve (12) month periods (each, a "Contract Year") falling within the Employment Period, Employee shall be eligible to earn as a bonus, in the sole discretion of the Compensation Committee, a stock option to purchase up to an aggregate of one hundred sixty thousand (160,000) shares of the Company's common stock (the "2016 and 2017 Maximum Option Bonus " ), provided, however that there shall be no obligation on the part of the Company to pay or award Employee any bonus . The amount of such bonus, if any, which is awarded to Employee (the "Bonusable

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Amount " ) shall be memorialized by the Company at the time of award in a Stock Option Agreement setting forth the number of shares optioned, the term of the option and the exercise price. In the absolute discretion of the Company's Compensation Committee, Employee may be entitled to receive an additional discretionary bonus, as and if the Company shall determine from time to time. Any Bonusable Amount awarded or paid to Employee hereunder will be payable not later than seventy five (75) days after the close of the Company's fiscal year for which the bonus was awarded, in accord with the short-term deferral exemption of Sec. 409A of the Internal Revenue Code and the regulations promulgated thereunder, each as amended ("Sec . 409A") .

3.3      Stock Option Grants . Upon the full execution of this Agreement, Employee will be granted a stock option to purchase fifty three thousand three hundred thirty three (53,333) shares of the Company's common stock (the "First Option " ) pursuant to the Company ' s 2011 Equity Incentive Award Plan (the "Plan " ) which share amount comprises one third (1/3) of the 2016 and 2017 Maximum Option Bonus. The exercise price per share of the First Option will be equal to the fair market value per share of the Company's common stock on May 2, 2016. The term of the First Option will be ten (10) years from the grant date. The First Option will vest immediately . Employee has received a copy of the Plan and agrees to the terms and conditions thereof.

Employee will also be granted a five (5) year stock option to purchase two hundred fifty thousand (250,000) shares of the Company's common stock at the same exercise price applicable to the First Opt i on , which option shall vest and become exercisable i f the Company ' s shares of common stock commence trading on the Nasdaq Capital Market or other stock exchange approved by the Board .

3.4    Expenses . During the Employment Period, Employee shall be entitled to reimbursement of all travel, entertainment and other business expenses reasonably incurred in the performance of his duties for the Company, upon submission of all receipts and accounts with respect thereto, and approval by the Company thereof, in accordance with the business expense reimbursement policies adopted by the Company from time to time. Any such reimbursement that would constitute nonqualified deferred compensation subject to Sec. 409A shall be subject to the following additional rules: (a) no reimbursement of any such expense shall affect Employee ' s right to reimbursement of any other such expense in any other taxable year , (b) reimbursement of the expense shall be made, if at all, not later than the end of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

3.5    Vacation . In respect of each Contract Year falling within the Employment Period, Employee shall be entitled to four (4) weeks of vacation , or if greater, the number of weeks of vacation proscribed by the vacation policies of the Company then in effect from time to time, provided that unused vacation may be used by Employee in the following Contract Year only in accordance with and as permitted by the Company's then current vacation policies in effect from time to time.

3.6    Other Fringe Benefits. During the Employment Period, if , as and when they are being provided to other employees of the Company holding positions with the Company comparable to Employee's position , Employee shall also be entitled to receive the same fringe benefits offered to such employees including, but not limited to, health insurance benefits, disability benefits and retirement benefits.

3.7    Other Incentive Compensation. Employee shall be eligible to participate during the Employment Period in such incentive plans, stock option plans, stock purchase plans and any other long-term compensation plans, programs or arrangements which may be adopted by the Company and applicable to Employee as determined by the Company's Compensation Committee, in its sole discretion.

ARTICLE IV
COVENANTS OF EMPLOYEE

4.1    Proprietary Rights. Employee hereby expressly agrees that all research, discoveries, inventions and innovations (whether or not reduced to practice or documented), improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether

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patentable or unpatentable, and whether or not reduced to writing), trade secrets (being information about the business of the Company which is considered by the Company to be confidential and is proprietary to the Company) and confidential information, copyrightable works, and similar and related information (in whatever form or medium), which (x) either (i) relate to the Company's actual or anticipated business, research and development or existing or future products or services or (ii) result from any work performed by Employee for the Company and (y) are conceived, developed, made or contributed to in whole or in part by Employee during the Employment Period ("Work Product") shall be and remain the sole and exclusive property of the Company. Employee shall communicate promptly and fully all Work Product to the Company.

(a)     Work Made for Hire . Employee acknowledges that, unless otherwise agreed in writing by the Company, all Work Product eligible for any form of copyright protection made or contributed to in whole or in part by Employee within the scope of Employee's employment by the Company during the Employment Period shall be deemed a "work made for hire" under the copyright laws and shall be owned exclusively by the Company.

(b)     Assignment of Proprietary Rights . Employee hereby assigns, transfers and conveys to the Company, and shall assign, transfer and convey to the Company, all right, title and interest in and to all inventions, ideas, improvements, designs, processes, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in and of the Work Product (the "Proprietary Rights") for the Company's exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof, which shall enjoy exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof.

(c)     Further Instruments . At the request of the Company, at all times during the Employment Period and thereafter, Employee will promptly and fully assist the Company as the case may be) in effecting the purpose of the foregoing assignment, including but not limited to the further acts of executing any and all documents necessary to secure for the Company such Proprietary Rights and other rights to all Work Product and all confidential information related thereto, providing cooperation and giving testimony.

(d)     Inapplicability of Sec. 4.1 in Certain Circumstances . The Company expressly acknowledges and agrees that, and Employee is hereby advised that, this Sec. 4.1 does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (i) the invention relates to the business of the Company or to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Employee for the Company.

4.2    Ownership and Covenant to Return Documents. Employee agrees that all Work Product and all documents or other tangible materials (whether originals, copies or abstracts), including without limitation, price lists, quotation guides, outstanding quotations, books, records, manuals, files, sales literature, training materials, customer records, correspondence, computer disks or print-out documents, contracts, orders, messages, phone and address lists, invoices and receipts, and all objects associated therewith, which in any way relate to the business or affairs of the Company, either furnished to Employee by the Company or prepared, compiled or otherwise acquired by Employee during the Employment Period, shall be the sole and exclusive property of the Company. Employee shall not use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the facilities of the Company, nor use any information concerning them except for the benefit of the Company, either during the Employment Period or thereafter. Employee agrees that he will deliver all of the aforementioned documents and objects that may be in his possession to the Company on the termination of his employment with the Company, or at any other time upon the Company's request, together with his written certification of compliance with the provisions of this Sec. 4.2 in the form of Exhibit A to this Agreement in accordance with the provisions of Sec. 5.3 hereof.


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4.3    Non-Disclosure Covenant . For a period commencing on the date of this Agreement and ending on the last to occur of five (5) years following the date of execution of this Agreement or three (3) years following the date of the termination of the Employment Period (the "Non-Disclosure Period"), Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of Employee or any Person other than the Company any Work Product or any knowledge or information which Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (a) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, (b) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, (c) customers, sales, customer requirements and usages and distributor lists, of the Company, (d) agreements with customers, vendors, independent contractors, employees and others, of the Company, (e) existing and future products or services and product development plans, designs, analyses and reports, of the Company, (f) computer software and databases developed for the Company, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, and (g) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company and not generally known to the public (individually and collectively "Confidential Information"), without the Company's prior written permission. For purposes of this Sec. 4.3, the term "unauthorized person" shall mean any Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) a Person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of Employee's breach of his confidentiality obligations hereunder or (C) learned of by Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company . Further, Employee covenants to the Company that in Employee's performance of his duties hereunder, Employee will not violate any confidentiality obligations he may have to any third Persons.

4.4    Non-Interference Covenants. Employee covenants to the Company that while Employee is employed by the Company hereunder and for the two (2) year period thereafter (the "Noninterference Period"), he will not, for any reason, directly or indirectly : (a) solicit, hire, or otherwise do any act or thing which may induce any other employee of the Company to leave the employ or otherwise interfere with or adversely affect the relationship (contractual or otherwise) of the Company, with any person who is then or thereafter becomes an employee of the Company; (b) do any act or thing which may interfere with or adversely affect the relationship ( contractual or otherwise) of the Company with any vendor of goods or services to the Company or induce any such vendor to cease doing business with the Company; or (c) except for Competitive Activities (as defined in Sec . 4 . 5 hereof) engaged in by Employee after the expiration of the Non-Competition Period, do any act or thing which may interfere with or adversely affect the relationship (contractual or otherwise) of the Company with any customer of the Company or induce any such customer to cease doing business with the Company .

4.5    Covenant Not To Compete . Employee expressly acknowledges that (a) Employee's performance of his services for the Company hereunder will afford him access to and cause him to become highly knowledgeable about the Company's Confidential Information; (b) the agreements and covenants contained in this Sec. 4.5 are essential to protect the Confidential Information, business and goodwill of the Company and the restraints on Employee imposed by the provisions of this Sec. 4.5 are justified by these legitimate business interests of the Company; and (c) Employee's covenants to the Company set forth in this Sec. 4.5 are being made both in consideration of the Company's employment of Employee and other financial benefits of this Agreement. Accordingly, Employee hereby agrees that while Employee is employed by the Company and for the one (1) year period thereafter (the "Non-Competition Period"), Employee shall not , anywhere in the United States, directly or indirectly, own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with , become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the Company in the development or use of gene expression systems (collectively, " Competitive Activities") .

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The preceding to the contrary notwithstanding , Employee shall be free to make investments in the publicly-traded securities of any corporation, provided that such investments do not amount to more than one percent (1%) of the outstanding securities of any class of such corporation.

4.6    Remedies for Breach. If Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction, by the entry of temporary, preliminary and permanent injunctions and orders of specific performance, together with an accounting therefor, it being expressly acknowledged and agreed by Employee that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Any such injunction shall be available without the posting of any bond or other security, and Employee hereby consents to the issuance of such injunction. Employee further agrees that any such injunctive relief obtained by the Company shall be in addition to, and not in lieu of, monetary damages and any other remedies to which the Company may be entitled . Further, in the event of an alleged breach or violation by Employee of any of the provisions of Sections 4 . 3, 4.4 or 4 . 5 hereof , the Non-Disclosure Period , the Non-Interference Period and/or the Non-Competition Period, as the case may be, shall be tolled until such breach or violation has been cured .

ARTICLE V
TERMINATION OF EMPLOYMENT

5.1    Termination and Triggering Events. Notwithstanding anything to the contrary else- where contained in this Agreement, the Employment Period shall terminate upon the occurrence of any of the following events (hereinafter referred to as "Triggering Events"): (a) Employee's death; (b) Employee's Total Disabil i ty ; (c) Employee's Resignation; (d) a Termination by the Company for Cause; or (e) a Termination by the Company without Cause.

5.2    Rights upon Occurrence of a Triggering Event . Subject to the provisions of Sec . 5 . 3 hereof, the rights of the parties upon the occurrence of a Triggering Event shall be as follows:

(a)    Termination by the Company for Cause: If the Triggering Event was a Termination by the Company for Cause, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof in accordance with the policy of the Company , and to continue to participate in the Company ' s health, insurance and disability plans and programs through that date and thereafter, only to the extent permitted under the terms of such plans and programs .

(b)    Death or Total Disability: If the Triggering Event was Employee ' s death or Total Disability, Employee (or Employee's designated beneficiary) shall be entitled to receive Employee's Annual Base Compensation and accrued but unpaid vacation through the date thereof and to continue to participate in the Company's health, insurance and disability plans and programs through the date of termination and thereafter only to the extent permitted under the terms of such plans and programs .

(c)    Termination by the Company Without Cause: If the Triggering Event was a Termination by the Company Without Cause, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Company's Compensation Committee, the 2016 and 2017 Maximum Option Bonus, payable in accordance with the Company's normal payroll practices , and for the six (6) month period following the date of termination of Employee ' s employment with the Company (the " Severance Period"), an amount per month equal to one-twelfth (1/12) of Employee's Annual Base Compensation on the date of termination in installments consistent with the Company's normal payroll practices, commencing with the first regular payroll payment date following the termination of the Employment Period (collectively , the "Severance Benefits"), and to continue to participate in the Company's health, insurance and disability plans and programs for the six (6) month period following the date of

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termination of Employee's employment with the Company (the "Severance Period"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if (i) Employee has executed and delivered to the Company an effective and irrevocable General Release substantially in form and substance as set forth in Exhibit B to this Agreement within fifty (50) days after his termination date, and (ii) Employee has not breached any of his covenants to the Company set forth in this Agreement. To the extent any payments under this Sec. 5.2(c) are treated as non-qualified deferred compensation subject to Sec. 409A, if the fifty (50) calendar day period from Employee's termination date through the expiration of any applicable revocation period with respect to the General Release begins in one taxable year and ends in the following taxable year, then payments shall not commence being paid or be paid until the beginning of the second taxable year.

(d)    Cessation of Entitlements and Company Right of Offset. Except as other - wise expressly provided herein, all of Employee's rights to salary, employee benefits, fringe benefits and bonuses hereunder (if any) which would otherwise accrue after the termination of the Employment Period shall cease upon the date of such termination . The Company may offset any loans, cash advances or fixed amounts which Employee owes the Company against any amounts it owes Employee under this Agreement. Notwithstanding anything herein to the contrary, if at the time of Employee's separation from service, Employee is a "specified employee" as defined below, any and all amounts payable under this Agreement on account of that separation from service that constitute deferred compensation subject to Sec. 409A as determined by the Company in its discretion and that would, but for this provision, be payable within six (6) months following the date of separation, shall instead be paid on the next business day following the expiration of the six (6) month period. Also, for purposes of this Agreement, the phrase "termination of employment" and correlative phrases mean a " separation from service" as defined in Treas . Regs. Sec. 1 . 409A-1(h) and the term "specified employee" means someone determined by the Company to be a specified employee under Treas. Regs. Sec. 1.409A-1 (i). For the avoidance of doubt, any tax liability to which the Employee is subject under Sec. 409A shall be solely Employee's responsibility. Each payment under this Agreement or any benefit plan of the Company is intended to be treated as one of a series of separate payments for purposes of Sec. 409A and Treas. Regs. Sec. 1.409A-2(b)(2)(iii) (or any similar or successor provisions, including without limitation, any similar state law provisions).

(e)    Resignation for Good Reason. If Employee resigns for Good Reason, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Company's Compensation Committee, the 2016 and 2017 Maximum Option Bonus, payable in accordance with the Company's normal payroll practices, and for the Severance Period, the Severance Benefits and to continue to participate in the Company's health, insurance and disability plans and programs for the Severance Period.

(f)    Change of Control. In the event of a Change of Control (as defined in the Plan) during the Employment Period, vesting of Employee's stock options theretofore granted shall accelerate and be exercisable on the date of the Change of Control. In the discretion of the Compensation Committee, Employee may be awarded an additional bonus on or before the occurrence of a Change of Control.

5.3    Survival of Certain Obligations and Termination Certificate. The provisions of Articles IV, V, VI and VIII shall survive any termination of the Employment Period, whether by reason of the occurrence of a Triggering Event or the expiration of the Employment Period. Immediately following the termination of the Employment Period, Employee shall promptly return to the Company all property required to be returned to the Company pursuant to the provisions of Sec. 4.2 hereof and execute and deliver to the Company the Termination Certificate attached hereto as Exhibit A and by this reference made a part hereof.


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ARTICLE VI
ASSIGNMENT

6.1    Prohibition of Assignment by Employee. Employee expressly agrees for himself and on behalf of his executors, administrators and heirs, that this Agreement and his obligations, rights, interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by Employee, his executors, administrators or heirs, and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or any such rights, interests and benefits thereunder contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon shall be null and void and without effect and shall relieve the Company of any and all liability hereunder.

6.2    Right of Company to Assign. Except as provided in the next sentence, the rights, but not the obligations of the Company shall be assignable and transferable to any successor-in-interest without the consent of Employee. In the instance of a sale of the Company or the sale of all or substantially all of the assets of the Company, this Agreement and the rights and obligations of the Company hereunder may be assigned to the acquiring party without Employee's consent, and for purposes of this Agreement, such acquirer shall thereafter be deemed to be the Company.

ARTICLE VII
DEFINITIONS

"Person" means an individual, partnership, limited liability company, trust, estate, association, corporation, governmental body or other juridical being.

"Resignation" means the voluntary termination of employment hereunder by Employee providing the Company with at least thirty (30) days prior written notice of Employee's intention to terminate the Employment Period.

''Termination by the Company for Cause" means termination by the Company of Employee's employment on account of a finding by the Company that Employee has: (i) breached this Agreement or any other agreement between Employee and the Company; (ii) engaged in the diversion of corporate opportunity, fraud, embezzlement, theft, commission of a felony or proven dishonesty, in the course of his performance of his services hereunder; or (iii) disclosed trade secrets or other Confidential Information of the Company to Persons not entitled to receive such information; provided that the termination of Employee's employment hereunder by the Company shall not be deemed a Termination by the Company for Cause unless and until there shall have been delivered to Employee a written notice from an authorized officer of the Company (after reasonable notice (in light of the circumstances surrounding the termination) to and an opportunity for Employee, alone and in person, to have a face-to-face meeting with an authorized officer of the Company) stating that in the good faith opinion of the Company, Employee was guilty of the conduct set forth in one or more of the foregoing clauses .

"Termination by the Company without Cause" means a termination of Employee's employment by the Company which is not a Termination by the Company for Cause.

"Total Disability" means Employee's inability, because of illness , injury or other physical or mental incapacity, to perform his duties hereunder (as determined by the Company in good faith) for a continuous period of ninety (90) consecutive days, or for a total of ninety (90) days within any three hundred sixty (360) consecutive day period, in which case such Total Disability shall be deemed to have occurred on the last day of such ninety (90) day or three hundred sixty (360) day period, as applicable.


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ARTICLE VIII
GENERAL

8.1    Notices. All notices under this Agreement shall be in writing and shall be deemed properly sent, (i) when delivered, if by personal service or reputable overnight courier service, or (ii) when received, if sent (x) by certified or registered mail, postage prepaid, return receipt requested, or (y) via facsimile transmission (provided that a hard copy of such notice is sent to the addressee via one of the methods of delivery or mailing set forth above on the same day the facsimile transmission is sent); to (A) Employee at the address of his principal place of residence on file with the Company from time to time and (B) to the Company, as follows:

Dyadic International, Inc.
140 lntracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
Attn: Mark A Emalfarb, CEO
Facsimile (561) 743-8343

8.2    Governing Law . This Agreement shall be subject to and governed by the laws of the State of Florida without regard to any choice of law or conflicts of law rules or provisions (whether of the State of Florida or any other jurisdiction), irrespective of the fact that Employee may become a resident of a different state .

8.3    Binding Effect . The Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Employee and h i s executors, administrators, personal representatives and heirs.

8.4    Complete Understanding . This Agreement constitutes the complete understanding between the parties hereto with regard to the subject matter hereof, and supersedes the Original Contract and any and all prior agreements and understandings relating to the terms of Employee's employment by the Company which shall , to the extent not inconsistent with the terms and provisions of this Agreement, remain in full force and effect as to any rights and obligations of the parties thereunder in existence prior to the date of this Agreement, provided that , in the event of any inconsistency between the provisions of this Agreement and the provisions of any other agreements between Employee and the Company, or in the event of any inconsistency between the rights and obligations of the parties under this Agreement and the rights and obligations of the parties under any prior agreement, the provisions of this Agreement shall control .

8.5    Amendments . No change, modification or amendment of any provision of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

8.6    Waiver. The waiver by the Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. The waiver by Employee of a breach of any provision of this Agreement by the Company shall not operate as a waiver of any subsequent breach by the Company.

8.7    Venue, Jurisdiction, Etc. Employee hereby agrees that any suit, action or proceeding relating in any way to this Agreement may be brought and enforced in the Circuit Court of Palm Beach County of the State of Florida or in the District Court of the United States of America for the Southern District of Florida , and in either case Employee hereby submits to the jurisdiction of each such court. Employee hereby waives and agrees not to assert, by way of motion or otherwise, in any such suit, action or proceeding, any claim that Employee is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Employee consents and agrees to service of process or other legal summons for purpose of any such suit, action or proceeding by registered mail addressed to Employee at his address listed in the business records of the Company . Nothing contained herein shall affect the rights of the Company to bring a suit, action or proceeding in any other appropriate jurisdiction . Employee and the Company do each hereby waive any

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right to trial by jury he or it may have concerning any matter relating to this Agreement . The parties agree that in the event of the institution of any action at law or in equity by either party to enforce the provisions of this Agreement, the losing party shall pay all of the costs and expenses of the prevailing party, including reasonable legal fees, incurred in connection therewith.

8.8    Severability. If any portion of this Agreement shall be for any reason invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect.

8.9    Headings . The headings of this Agreement are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

8.10    Counterparts. This Agreement may be executed in counterparts, both of which, taken together, shall constitute one and the same agreement.


SIGNATURES FOLLOW ON PAGE 11



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above-written .


DYADIC INTERNATIONAL, INC.
 
 
 
 
By:
/s/ Mark A. Emalfarb
 
Mark A Emalfarb, CEO
 
 
 
 
/s/ Thomas L. Dubinski
THOMAS L. DUBINSIK


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DYADICLOGO.JPG
DYADIC INTERNATIONAL (USA), INC.
140 lntracoastal Pointe Drive, Ste. 404
Jupiter, Florida 33477
Tel: 561-743-8333
Fax: 561-743-8343
www.dyadic.com


May 1, 2016


Thomas L. Dubinski
11015 Legacy Lane APT 103
Palm Beach Gardens, Florida 33410


Re: Change of control compensation


Dear Tom,

Simultaneously herewith , you are entering into an Employment Agreement with Dyadic today which supersedes the Employment Agreement dated July 15, 2014 (the "Original Contract") that set the terms for your employment as Dyadic's Vice President and Chief Financial Officer effective August 4, 2014. Sec. 5 . 2(h) of the Original Contract entitled Change of Control provided you with certain rights in the event of a Change of Control, which term is defined in Dyadic's 2011 Equity Incentive Award Plan. Because your new Employment Agreement supersedes the Original Contract, the purpose of this letter agreement is to assure you that the provisions of Sec . 5.2(h) continue in full force and effect . Specifically, if your employment is terminated by the Dyadic or if you resign your employment at Dyadic for Good Reason (as that term is defined in Sec . 5 (f) of the Original Contract) before April 30, 2018, you shall be entitled to receive the Severance Benefits (as that term is defined in Sec. 5.2(h) of the Original Contract) and to continue to participate in Dyadic's health insurance and disability plans and programs for the 12 months following the date of your involuntary termination or resignation .

Please acknowledge the foregoing by signing your name where indicated below.


Very truly yours,



/s/ Mark A. Emalfarb
Chief Executive Officer


Acknowledged this 1 st  day of May, 2016
 
 
 
/s/ Thomas L. Dubinski
Thomas L. Dubinski



Exhibit 10.7

CONSULTANT AGREEMENT


THIS CONSULTANT AGREEMENT ("Agreement") is made and entered as of the 1st day of January , 2016 ( " Effective Date " ) by and between DYADIC NEDERLAND B.V. (the "Company " ) , and Sky Blue Biotech kft . ("Consultant") . As part of the Agreement , Consultant is required to engage Ronen Tchelet, an individual born on July 20, 1957 and currently residing in Budapest, Hungary . Ronen Tchelet shall be personally bound by the same obligations and covenants of Consultant in this agreement. The Company and Consultant are each sometimes individually referred to as a " Party " and collectively , as the " Parties . " Capitalized terms used herein shall have the meaning provided in this Agreement including, but not limited to, as set forth in Section 5.8 hereof .

RECITALS:

A.    The Company is engaged in the business of developing technology, expression systems and manufacturing processes related to enzymes and other protein products for use in the pharmaceuticals industry for human and animal applications. The Company is also in the business of conducting research & development and the licensing of and entering into other forms of collaborations using its research capabilities, and/or its technologies, including the use of the C1 platform technology . The Company desires to obtain the benefit of Consultant's experience, technical expertise and contacts in the industry listed above .

B .     Consultant desires to act as an independent contractor and in this position to fulfill the responsibilities of a Vice President of Research & Business Development for the Company . The Consultant will provide key know-how in the development of enzymes and other proteins and business development activities . The Company desires to so engage Consultant subject to the terms and conditions contained in this Agreement and the Consultant by executing the Agreement accepts such commitments, responsibilities and obligations as detailed below.

AGREEMENT:

NOW, THEREFORE , in consideration of the foregoing Recitals and other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:

ARTICLE I
RELATIONSHIP

1.1     Services of Consultant . Consultant shall work for the Company for a minimum of one hundred and seventy six (176) hours of a normal work month. Consultant shall not advise competitors in any of the fields in described in the Recitals , and all other activities should not interfere with consulting services to the Company. Consultant shall give its best efforts to meet its obligations to the Company listed below including, but not limited to, the following (the "Services"):

(a)    Subject to Article 1 . 3, Consultant is free to render its services as it deems fit . Consultant will report primarily to the President and Chief Executive Officer of the Company, Dyadic International, Inc . ("Dyadic") Consultant acknowledges that its duties and responsibilities are subject to change from time to time, but will include and not be limited to assuming the role of General Manager of Dyadic's Dutch subsidiary, Dyadic Nederland BV, conduct business development, licensing and other collaboration efforts, directly oversee, supervise and direct specified research & development projects carried on at Dyadic Nederland BV, or elsewhere by (i) outside third parties, licensees , or affiliated entities of Dyadic or Dyadic Nederland BV) and/or (ii) by direct employees of Dyadic or its subsidiaries in the future. The responsibilities of the Consultant will be in the areas of Business Development, licensing and other collaboration efforts, preparing research & development programs with clear objectives, timelines and budgets and will be responsible for the supervision

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and direction of internal and external research & development projects , and whatever other duties the Consultant may be asked to perform from time to time by Dyadic.

1.2     Consultant's Representations . Consultant hereby represents and warrants to the
Company that :

(a)    the execution , delivery and performance by Consultant of this Agreement and any other agreements contemplated hereby to wh i ch Consultant is a party do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Consultant is a party or by which Consultant is bound;

(b)    Consultant is not a party to or bound by any consulting , non - competition or confidentiality agreement with any other Person which would or might interfere with Consultant's performance of its Services to the Company hereunder; and

(c)    upon the execution and delivery of this Agreement by the Company , this Agreement shall be the valid and binding obligation of Consultant, enforceable in accordance with its terms.

1.3     Independent Contractor . The relationship of Consultant to the Company shall be that of an independent contractor . Consultant shall retain sole discret i on in the manner and means of the performance of the Services and Consultant's duties hereunder, it being expressly acknowledged and mutually agreed that Consultant is under the Company's control as to the results of Consultant's performance of Services hereunder only, and not as to the means by which any such results are accomplished . Further, the Parties hereby mutually and expressly acknowledge and agree that: (a) Consultant shall not be deemed to be the Company's agent, partner or employee , the Consultant shall have no authority to bind the Company or incur any obligation on behalf of the Company, and the Company shall not be liable for any obligation incurred by Consultant; and (b) except as otherwise determined by the Company in its absolute discretion, Consultant shall not participate in any employee benefits of the Company, including without limitation, insurance, vacation or retirement plans . As independent Contractor, there will be no "zeggenschaps" relation between Company and Consultant and Consultant shall be free to render the Services as it deems fit, in accordance with the provisions of this Agreement.

Consultant shall be solely responsible for payment of VAT, wage taxes and other taxes to the extent applicable and shall indemnify Company for any and all of such costs and expenses. Consultant is obliged to provide Company with a Declaration of Independent Contractor Status from the Hungarian Tax Authorities, which indicates that the Company is not required to withhold any taxes from the fee. Consultant is obliged to maintain such valid declaration during the entire duration of the Agreement. The Tax Declaration currently valid is annexed to this Agreement as Annex 1. Consultant will inform Company within 3 working days if (i) there is a full or partial withdrawal of the declaration or (ii) if there are circumstances that might lead to a full or partial withdrawal of the declaration . Consultant will at the same time inform the competent Hungarian tax inspector and the social security agency of these circumstances or change of circumstances. The Consultant shall be solely responsible for payment of VAT, wage taxes and other taxes to the extent applicable in Hungary and in the United States if applicable and shall indemnify Company for any and all of such costs and expenses .

ARTICLE II
TERM OF ENGAGEMENT

The Company engages Consultant as a consultant of the Company for a period of one (1) year (the "Engagement") . The Engagement term of one (1) year will automatically renew annually on the anniversary date of this agreement. Consultant hereby accepts such Engagement upon the terms and conditions set forth in this Agreement . Consultant ' s engagement hereunder may be terminated by either Consultant or the Company at any time after the one year anniversary date, with or without cause , by written notice to the

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other party not less than ninety (90) days prior to the effective date of such termination . The period that Consultant is engaged by the Company hereunder is sometimes referred to as the "Engagement Term. "



ARTICLE III
COMPENSATION

3.1     Compensation . During the Engagement Term, its the Company shall pay to Consultant the following compensation:

(a)     Base Consulting Fee: upon receipt of an invoice from the Consultant a base fee of USD $15 , 000 per month payable within 15 days of such invoice.

(b)     Technology Licensing Commissions: a commission up to one percent (1.0%) of the up-front licensing revenue sourced and developed by the Consultant . The relative contribution of the Consultant to the project will determine the actual commission percentage and be at the sole discretion of the Company .

(c)     Research and Development Commissions: a commission up to two and a half percent (2.5%) of the research & development revenue sourced and developed solely by the Consultant . The relative contribution of the Consultant to the project will determine the actual commission percentage and be at the sole discretion of the Company .

(d)    commissions due under Sections 3.1(b) and 3 . 1(c), if any, will be paid by the first business day of the second month following the quarter except for the fourth quarter which will be by the 15 th of February of the next year to allow Accounting to adjust for collected revenue. The Company reserves the right to review and modify the commission plan yearly. Commissions will be paid for each received invoice, but shall not be paid until the customer has paid the invoice in full . Consultant shall be eligible for commissions earned by Consultant for such services billed within the Engagement Term which are collected by the Company within a period of up to six (6) months after end of the Engagement Term.

(e)     Stock Option Grant: On January 19, 2016 Consultant was issued a stock option to purchase 200,000 shares of the Company ' s common stock (the " Option " ) pursuant to the Company ' s 2011 Equity Incentive Award Plan (the "Plan " ) at $1.57 per share. The exercise price per share of the Option was equal to the fair market value per share of the Company ' s common stock on the date the Option is granted . The term of the Option is for 10 years from the grant date, subject to earlier expiration in the event of the termination of Consultant's services to the Company or as otherwise provided by the Plan. The Option will vest and become exercisable at the rate of per year on the annual anniversary date becoming fully vested after four years, first such vesting period will be January 19, 2017 subject to Consultant's continuous service with the Company through each vesting date . Consultant has received a copy of the Plan and shall adhere thereto .

(f)     Annual Bonus: in respect of each calendar year falling within the Engagement Term , Consultant shall be eligible to earn an annual bonus between zero percent (0%) to forty percent (40%)] of Consultant's annual base fee of USD $180,000 for that calendar year based on the results of operations of the Company, and the performance of Consultant, as determined by the Company in its sole discretion (the "Annual Bonus") . The amount of the Annual Bonus , if any, which is earned by Consultant is subject to Consultant ' s continued Engagement through December 31 of the applicable calendar year.

3.2     Expenses . During the Engagement Term, Consultant shall be entitled to reimbursement of all business travel of more than 100 kilometers from Budapest , Hungry, entertainment and other business expenses reasonably incurred in the performance of its duties for the Company, upon submission of all receipts and accounts with respect thereto, and approval by the Company thereof . Consultant shall bear all of its own expenses including, but not limited to, maintaining office facilities, administrative staff , communications , general office expenses , government business or personal taxes, licenses, pensions, and

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health insurance required for Consultant to meet its obligations pursuant to this Agreement, and Consultant shall not be entitled to nor make any claim of demand upon the Company for payment of any such expenses .

ARTICLE IV
COVENANTS OF THE CONSULTANT

4.1     Ownership of Work Product . Consultant hereby expressly agrees that the following shall constitute " Work Product" which shall remain the sole and exclusive property of the Company, or, as applicable, any of its Subsidiaries or Affiliates: all research, discoveries, inventions and innovations (whether or not reduced to practice or documented), improvements, developments, methods, designs, analyses, drawings , reports and all similar or related information (whether patentable or unpatentable, and whether or not reduced to writing), trade secrets (being information about the business of the Company, its Subsidiaries and Affiliates which is (i) considered by the Company or any such Subsidiary or Affiliate to be confidential and (ii) proprietary to the Company or any such Subsidiary or Affiliate and not then generally known to the public) and trademarks, service marks, trade names, trade dress, copyrightable works, and Confidential Information (in whatever form or medium), which both (x) either (i) relate to the Company's, its Subsidiaries' or their Affiliates' actual or anticipated business, research and development or existing or future products or services or (ii) result from any Services performed by Consultant for the Company, its Subsidiaries or any of their Affiliates and (y) are conceived, developed, made or contributed to in whole or in part by Consultant during the Engagement Term. Consultant hereby expressly covenants to the Company that it shall communicate promptly and fully all Work Product to the Company . The monthly fee is deemed to include a reasonable consideration for assignment of all Work Product by Consultant to Company.

(a)     Work Made for Hire . Consultant acknowledges that, unless otherwise agreed in writing by the Company, all Work Product eligible for any form of copyright protection made or contributed to in whole or in part by Consultant in the performance of the Services during the Engagement Term shall be deemed a "work made for hire " under the copyright laws and shall be owned by the Company , its Subsidiaries or Affiliates, as applicable.

(b)     Assignment of Ownership of Work Product and Proprietary Rights . Consultant hereby assigns, transfers and conveys to the Company all right, title and interest in and to all Work Product and all right, title and interest in all proprietary rights whatsoever in and of all such Work Product (the "Proprietary Rights") for the Company's exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof , provided that if a Subsidiary or Affiliate of the Company is the owner thereof, such assignment, transfer and conveyance shall be made to such Subsidiary or Affiliate, which shall enjoy exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof.

(c)     Further Instruments and Cooperation . Consultant further covenants and agrees that in connection with the foregoing assignment of its Work Product and all Proprietary Rights therein, at the request of the Company (or its Subsidiaries or Affiliates, as the case may be) at all times during the Engagement Term and thereafter, Consultant will, in all ways , promptly and fully cooperate, give testimony in connection with, and assist the Company (its Subsidiaries or Affiliates , as the case may be) in effecting the purpose of that assignment, in obtaining and, from time to time, in enforcing the Company ' s Proprietary Rights therein, including but not limited to (i) the execution and delivery of all documents necessary to secure for the Company (its Subsidiaries or Affiliates, as the case may be) such Proprietary Rights and other rights to all Work Product, (ii) the filing of applications for and the taking of other actions required to obtain patents on Consultant's Work Product in any and all countries and (iii) the furnishing of testimony in connection with the Company's enforcement of the Proprietary Rights therein, as the Company may desire (except that it is understood and agreed that Consultant will not be involved in the construction of any such patents), provided that (A) Consultant's obligation to assist the Company in obtaining and enforcing such patents and any other Proprietary Rights shall survive the Engagement Term of this Agreement and (B) in connection

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with any services Consultant may be requested by the Company to provide in connection with its obligations under this Section 4 . 1(c), the Company shall compensate Consultant at customary rates paid by the Company for comparable services rendered.

(d)     Inapplicability of Section 4 . 1 In Certain Circumstance s . The Company expressly acknowledges and agrees that, and Consultant is hereby advised that , this Section 4.1 does not apply to any invention for which no equipment, supplies, facilities or Confidential Information (as that term is hereinafter defined) of the Company , its Subsidiaries or any of their Affiliates was used and which was developed entirely on Consultant's own time or on its personnel's own time, unless (i) the invention relates to the business of the Company, its Subsidiaries or any of their Affiliates or to the Company's , its Subsidiaries' or any of their Affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any Services performed by Consultant for the Company, its Subsidiaries or Affiliates.

4.2     Ownership and Covenant to Return Documents, etc. Consultant agrees that all Work Product and all documents or other tangible materials (whether originals, copies or abstracts) , includ i ng without limitation, books , records , manuals, files , sales literature, training materials, customer records, correspondence, computer disks or print-out documents , contracts, orders, messages, phone and address lists, invoices and receipts, and all objects associated therewith, which contain Confidential Information or which in any way relate to the business of the Company either furnished to Consultant by the Company, its Subsidiaries or Affiliates or are prepared, compiled or otherwise acquired by Consultant during the Engagement Term of this Agreement, shall be the sole and exclusive property of the Company, such Subsidiaries or such Affiliates . Consultant shall not, except for the use of the Company , its Subsidiaries or Affiliates, use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the facilities of the Company or such Subsidiaries or Affiliates, nor use any information concerning them except for the benefit of the Company, its Subsidiaries and or Affiliates, either during the Engagement Term of the Agreement or thereafter. Consultant agrees to deliver all of the aforementioned documents and objects that may be in its possession to the Company on the termination of its engagement with the Company, or at any other time upon the Company's request .

4.3     Non-Disclosure Covenant . For a period commencing on the date of this Agreement and ending on the last to occur of five (5) years following the date of execution of this Agreement or three (3) years following the date of the termination of the Engagement Term of the Agreement, except as required by law, without the prior written permission of the Company, Consultant shall not , either directly or indirectly, disclose to any "unauthorized person " or use for the benefit of Consultant or any Person other than the Company , its Subsidiaries or their Affiliates, any "Confidential Information, " as that term is hereinafter defined . Further, Consultant covenants to the Company that in Consultant's performance of its Services hereunder, Consultant will violate no confidentiality obligations it may have to any other Persons.

(a)    As used herein, the term "Confidential Information" shall mean and include Work Product or any knowledge or information which Consultant acquires from the Company or from any customers, vendors or independent contractors of the Company for the benefit of the Company while Consultant is serving as an advisor to the Company hereunder (whether before or after the date of this Agreement) relating to (i) information about the proprietary technologies, animal and clinical trial results , products , applications , host organisms , fungal gene expression, fungal high throughput screening, equipment, patent applications , know-how, data, reports, contracts, drawings , protocols, production processes of the Company, its Subsidiaries and Affiliates, (ii) the name of any existing or prospective investor, partner, employee, supplier, sales agent or consultant of or to the Company, (iii) any sales plan, sales forecast, marketing material, plan or survey, business or financial plan or strategy, or opportunity , product or service development plan or specification, business proposal or information relating to the present or proposed business of the Company, (iv) the Company's financial statements, analyses, forecasts and projections, books, accounts , records, operating costs and expenses and other financial information about the Company, its Subsidiaries and their Affiliates, (v) internal management tools and systems, costing policies and methods, pricing policies and

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methods and other methods of doing business, of the Company , its Subsidiaries and their Affiliates, (vi) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and Affiliates, (ix) agreements with customers, vendors , independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (x) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and Affiliates, (xi) computer software and data bases developed for the Company, its Subsidiaries and Affiliates, trade secrets , research, records of research , models, designs, drawings, technical data and reports of the Company, its Subsidiaries and Affiliates and (xii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and Affiliates and not generally known to the public, provided that the Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is:

(i)    in the public domain or otherwise generally known to the trade at or subsequent to the time it was communicated to Consultant by the disclosing party through no fault of Consultant;

(ii)    was disclosed to other Persons other than by reason of Consultant's breach of its confidentiality obligations hereunder;

(iii)    was rightfully in Consultant ' s possession free of any obligation of confidence at or subsequent to the time it was communicated to Consultant by the Company or its personnel or agents;

(iv)    was developed by Consultant or Persons other than the Company, its personnel or agents , independently of and without reference to any information communicated to Consultant by the Company or its personnel;

(v)    learned of by Consultant subsequent to the termination of its engagement by the Company hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and Affiliates; or

(vi)    is being disclosed by Consultant in response to a valid order by a court or other governmental body, or otherwise as required by law, or as necessary to establish the rights of either Party under this Agreement.

(b)    For purposes of this Section 4 . 3, the term "unauthorized person " shall mean any person who is not (i) an officer or director of the Company , or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for its performance of its assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information ..

4.4     Anti-Pirating and Non-Interference Covenants . Consultant covenants to the Company that while Consultant is engaged as a consultant by the Company hereunder and for the five (5) year period thereafter (the " Non-Solicitation Period") , Consultant will not, for any reason, directly or indirectly :

(a)    solicit, hire, or otherwise do any act or thing which may induce any Protected Person (as that term is defined in Section 5.8(c) hereof) to terminate his, its or its business relationship with Company, its Subsidiaries and Affiliates, or otherwise interfere with or adversely affect the relationship (contractual or otherwise) of the Company , its Subsidiaries and Affiliates with any then Protected Person; or

(b)    do any act or thing which may interfere with or adversely affect the relationship (contractual or otherwise) of the Company, its Subsidiaries and Affiliates with any then customer or

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then Protected Person or induce any such customer or Protected Person to cease doing business with the Company, its Subsidiaries and Affiliates .

4.5     Remedies For Breach . Consultant hereby expressly acknowledges that the preservation of the confidentiality of the Company's Confidential Information is absolutely essential to commercial success of the Company, and that the improper use and/or disclosure of the Company's Confidential Information would cause the Company irreparable harm, and loss and damage . If Consultant commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction (without regard to the arbitration provisions of Section 5 . 9 hereof), by the entry of temporary, preliminary and permanent injunctions and orders of specific performance , together with an accounting therefore, it being expressly acknowledged and agreed by Consultant that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and that money damages will not provide an adequate remedy to the Company and its Subsidiaries . Such injunction shall be available without the posting of any bond or other security, and Consultant hereby consents to the issuance of such injunction . The Consultant further agrees that any such injunctive relief obtained by the Company or its Subsidiaries shall be in addition to, and not in lieu of, monetary damages and any other remedies to which the Company or its Subsidiaries may be entitled. Further, in the event of an alleged breach or violation by Consultant of any of the provisions of Sections 4.4 or 4 . 5 hereof, the period of time in which Consultant has covenanted to the Company to refrain from engaging in the applicable activity shall be tolled until such breach or violation has been cured. The parties agree that in the event of the institution of any action at law or in equity by either party to enforce the provisions of this Article IV, the losing party shall pay all of the costs and expenses of the prevailing party, including reasonable legal fees, incurred in connection therewith. If any covenant contained in this Article IV, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such covenant or any other covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable.

ARTICLE V
GENERAL

5.1     Assignment . Consultant expressly agrees for itself and its successors-in-interest, that this Agreement and its obligations, rights, interests and benefits hereunder are personal to it in nature, and shall not be assigned, except in connection with the a sale of all or substantially all of the assets of Consultant and with the consent of the Company, which consent shall not be unreasonably withheld, provided that this Agreement shall be assignable and transferable by the Company to any successor-in-interest who acquires all or substantially all of the assets of the Company without the consent of Consultant, further provided that the Company shall not be relieved of its obligations to Consultant hereunder unless such successor - in-interest executes a written instrument assuming all of the Company's obligations under this Agreement and reasonably promptly furnishes a copy of same to Consultant .

5.2     Notices . Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit in the United States Post Office certified or registered mail or with an air courier, postage and fees prepaid, addressed to the Company at : Nieuwe Kanaal 7, 6709 PA Wageningen, The Netherlands, with a copy to CEO, Dyadic International, Inc. Suite 404, 140 lntracoastal Pointe Drive, Jupiter, Florida 33477 USA or to Consultant at the address set forth below Consultant's signature on this Agreement, or at such other address as a Party may designate by ten (10) day's advance written notice to the other Party. Notwithstanding the foregoing, notice may be given by fax, provided that appropriate confirmation of receipt is received .

5.3     Governing Law . This Agreement shall be subject to and governed by the laws of the Netherlands without regard to any choice of law or conflicts of law rules or provisions (whether of the

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Netherlands or any other jurisdiction), irrespective of the fact that Consultant may become a resident of a different state or country.

5.4     Binding Effect . The Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Consultant and its executors, administrators, personal Consultants and heirs .

5.5     Complete Understanding . This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understanding with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

5.6     Amendments . No change , modification or amendment of any provision of this Agreement shall be valid unless made in writing and signed by all of the parties hereto .

5.7     Waiver . The waiver by the Company of a breach of any provision of this Agreement by Consultant shall not operate or be construed as a waiver of any subsequent breach by Consultant. The waiver by Consultant of a breach of any provision of this Agreement by the Company shall not operate as a waiver of any subsequent breach by the Company.

5.8     Certain Definitions . As used herein, the following terms shall have the meanings indicated below:

(a)     "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person, provided that, for purposes of this definition, the terms "controls," "controlled by," or "under common control with" shall mean that Person's possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

(b)     "Person" shall mean an individual, partnership, Limited Liability Company, trust, estate, association, corporation, governmental body, or other juridical being.

(c)     "Protected Person" shall mean any employee, contract manufacturer, supplier, vendor, research collaborator, sales agent, Consultant, consultant, agent, advisor, independent contractor, or business collaborator of the Company, its Subsidiaries or their Affiliates.

(d)     "Subsidiary" means, with respect to any person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or entity or one or more of the other Subsidiaries of such person or entity or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any person or entity or one or more Subsidiaries of such person or entity or a combination thereof For purposes hereof, a person or persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such person or persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

5.9     Dispute . Subject to the provisions of Section 4.6 hereof, any dispute or claim arising out of or in connection with this Agreement shall be exclusively submitted to the District Court of Midden Nederland.

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5.10     Attorneys' Fees . In the event that it is necessary for either Party to undertake to enforce any of the terms, conditions or rights set forth herein, or defend against any such action, the prevailing party in such action shall be entitled to recover from the other Party all reasonable attorneys' fees, costs and expenses relating to such action.

5.11     Severability . If any portion of this Agreement shall be for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect .

5.12     Headings . The headings of this Agreement are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

5.13     Counterparts . This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by one of its duly authorized officers and its corporate seal to be hereunto affixed, and Consultant has hereunto set its hand on the day and year first above written.


COMPANY:
 
SKY BLUE BIOTECH KFT:
 
 
 
 
 
 
 
/s/ Ronen Tchelet
DYADIC NEDERLAND B.V.
 
Name: Ronen Tchelet
 
 
 
 
 
 
 
 
By:
/s/ M.A. Emalfarb
 
 
 
Name: M.A. Emalfarb
 
 
 
Title: Director
 
 
 
 
 
 
 
 
 
RONEN TCHELET:
 
 
 
 
 
 
 
/s/ Ronen Tchelet
 
 
 
Name: Ronen Tchelet


9
Exhibit 10.8

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered as of the 13th day of March, 2017 (“Effective Date”) by and between Dyadic International, Inc. (the “Company”), and Novaro Ltd – acting as the Consulting Company Provider (the “Provider”). The Company and Provider are each sometimes individually referred to as a “Party” and collectively, as the “Parties.” Capitalized terms used herein shall have the meaning provided in this Agreement including, but not limited to, as set forth in Section 5.8 hereof.

RECITALS:

A. The Company is engaged in the business of developing technology, expression systems and manufacturing processes related to enzymes and other protein products for use in the pharmaceuticals industry for human and animal applications. The Company is also in the business of conducting research & development and the licensing of and entering into other forms of collaborations using its third party research capabilities, and/or its technologies, including the use of the C1 platform technology. The Company desires to obtain the benefit of the Provider’s experience and contacts in the industry listed above in business development.

B. The provider desires to act as an independent contractor and in this position to fulfill the responsibilities for Business Development & Licensing for the Company. The Provider will provide key knowledge and experience in the execution of business development activities for the Company. The Company desires to so engage The Provider subject to the terms and conditions contained in this Agreement and the Provider by executing this Agreement accepts such commitments, responsibilities and obligations as detailed below.

AGREEMENT:

NOW, THEREFORE , in consideration of the foregoing Recitals and other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:

ARTICLE I
RELATIONSHIP

1.1     Services of the Provider . The Provider shall work for the Company for a minimum of one hundred and seventy-six (176) hours of a normal work month including business travel. The Provider shall not advise competitors in any of the fields described in the Recitals, and all other activities should not interfere with consulting services to the Company. The Provider shall give its best efforts to meet its commitments, obligations and responsibilities to the Company listed below including, but not limited to, the following (the "Services"):

(a)    Subject to Article 1.3, The Provider is free to render its services as it deems fit. The Provider will provide a dedicated resource who will report to the President and Chief Executive Officer of the Company, Dyadic International. Inc. ("Dyadic"). The Provider acknowledges that its duties and responsibilities are subject to change from time to time. but will include and not be limited to conduct business development, licensing and other collaboration efforts, project management and support to specified research & development projects carried on at (i) outside third parties, licensees/collaborators, or affiliated entities of Dyadic or Dyadic Nederland BV. The responsibilities of the Provider will be in the areas of Business Development, licensing and other collaboration efforts and whatever other duties the Provider may be asked to perform from time to time by Dyadic.


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1.2      Provider's Representations . The Provider hereby represents to the Company that:

(a)      the execution, delivery and performance by Provider of this Agreement and any other agreements contemplated hereby to which the Provider is a party do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, Instrument, order, judgment or decree to which the Provider is a party or by which the Provider is bound;

(b)    The Provider is not a party to or bound by any consulting, non-competition or confidentiality agreement with any other Person which would or might interfere with the Provider's performance of its Services to the Company hereunder; and

(c)    upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Provider, enforceable in accordance with its terms.

1.3     Independent Contractor . The relationship of the Provider to the Company shall be that of an independent contractor. The Provider shall retain sole discretion in the manner and means of the performance of the Services and the Provider's duties hereunder, it being expressly acknowledged and mutually agreed that the Provider is under the Company's control as to the results of the Provider's performance of Services hereunder only, and not as to the means by which any such results are accomplished. Further, the Parties hereby mutually and expressly acknowledge and agree that: (a) the Provider shall not be deemed to be the Company's agent, partner or employee, the Provider shall have no authority to bind the Company or incur any obligation on behalf of the Company, and the Company shall not be liable for any obligation incurred by the Provider; and (b) except as otherwise determined by the Company in its absolute discretion, the Provider shall not participate in employee benefits of the Company, including vacation or retirement plans. As independent Contractor, there will be no "authority or control” relation between Company and the Provider and that the Provider shall be free to render the Services as it deems fit, in accordance with the provisions of this Agreement.

The Provider shall be solely responsible for payment of wage taxes and other taxes to the extent applicable in the United Kingdom and the European Union. The Company shall be solely responsible for payment of a/l commercially reasonable costs that it incurs in retaining contractors and Providers to carry out its work, including the Provider.

ARTICLE II
TERM OF ENGAGEMENT

The Company engages the Provider as a Provider of the Company for a period of one (1) year (the "Engagement"). The Engagement term of one (1) year will automatically renew annually on the anniversary date of this agreement. The Provider hereby accepts such Engagement upon the terms and conditions set forth in this Agreement. The Provider's engagement hereunder may be terminated by either the Provider or the Company at any time, with or without cause, by written notice to the other party not less than ninety (90) days prior to the effective date of such termination. The period that the Provider is engaged by the Company hereunder is sometimes referred to as the " Engagement Term ."

ARTICLE III
COMPENSATION

3.1      Compensation . During the Engagement Term the Company shall pay to the
Provider the following compensation:

(a)     Base Consulting Fee : upon receipt of an invoice from the Provider a base fee of GBP £3,800 per week payable within 5 days of such invoice.

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(b)     Stock Option Grant : On January 3, 2017 the Provider was issued a stock option to Purchase 40,000 shares of the Company's common stock (the "Option") pursuant to the Company's 2011 Equity Incentive Award Plan (the "Plan") at $ 1.63 per share. The exercise price per share of the Option was equal to the 10 day average of the volume weighted average price ("VWAP") of the Company's common stock proceeding the date the Option was granted. The term of the Option is for 10 years from the grant date, subject to earlier expiration in the event of the termination of the Provider's services to the Company or as otherwise provided by the Plan. The Option will vest and become fully exercisable on the first annual anniversary date (fully vested after one year) subject to the Provider's continuous service with the Company through the vesting date.

(c)     Annual Bonus : in respect of each calendar year falling within the Engagement Term, the Provider shall be eligible to earn an annual bonus of between zero percent (0%) to forty percent (40%) of the Provider’s annual base fee of GBP £197,600 for that calendar year based on the results of operations of the Company, and the performance of the Provider, as determined by the Company in its sole discretion (the "Annual Bonus"). The amount of the Annual Bonus, if any, which is earned by the Provider is subject to the Provider's continued Engagement through December 31 of the applicable calendar year.

3.2     Expenses . During the Engagement Term, the Provider shall be entitled to reimbursement of all business travel, entertainment and other business expenses and trader insurances reasonably incurred in the performance of its duties for the Company, upon submission of all receipts and accounts with respect thereto, and approval by the Company thereof. The Provider shall bear all of its own expenses which are not incurred solely in meeting its obligations to the Company including, but not limited to, maintaining office facilities, administrative staff, general office expenses, government business or personal taxes, licenses, pensions, and health insurance required for the Provider to meet its obligations pursuant to this Agreement, and the Provider shall not be entitled to nor make any claim of demand upon the Company for payment of any such expenses.

ARTICLE IV
COVENANTS OF THE PROVIDER

4.1     Ownership of Work Product . The Provider hereby expressly agrees that the following shall constitute " Work Product " which shall remain the sale and exclusive property of the Company. or, as applicable, any of its Subsidiaries or Affiliates: all research, discoveries, inventions and innovations (whether or not reduced to practice or documented), improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or un-patentable, and whether or not reduced to writing), trade secrets (being information about the business of the Company, its Subsidiaries and Affiliates which is (i) considered by the Company or any such Subsidiary or Affiliate to be confidential and (ii) proprietary to the Company or any such Subsidiary or Affiliate and not then generally known to the public) and trademarks, service marks, trade names, trade dress, copyrightable works, and Confidential Information (in whatever form or medium), which both (x) either (i) relate to the Company's, its Subsidiaries’ or their Affiliates’ actual or anticipated business, research and development or existing or future products or services or (ii) result from any Services performed by the Provider for the Company, its Subsidiaries or any of their Affiliates and (y) are conceived, developed, made or contributed to In whole or In part by the Provider during the Engagement Term. The Provider hereby expressly covenants to the Company that it shall communicate promptly and fully all Work Product to the Company. The monthly fee is deemed to include a reasonable consideration for assignment of all Work Product by the Provider to Company.

(a)     Work Made for Hire . The Provider acknowledges that, unless otherwise agreed In writing by the Company, all Work Product eligible for any form of copyright protection made or contributed to in whole or in part by the Provider in the performance of the Services during the Engagement Term shall be deemed a ''work made for hire" under the copyright laws and shall be owned by the Company, its Subsidiaries or Affiliates, as applicable.


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(b)     Assignment of Ownership of Work Product and Proprietary Rights . The Provider hereby assigns, transfers and conveys to the Company all right. title and interest in and to all Work Product and all right, title and interest in all proprietary rights whatsoever in and of all such Work Product (the "Proprietary Rights") for the Company's exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof. provided that if a Subsidiary or Affiliate of the Company is the owner thereof, such assignment, transfer and conveyance shall be made to such Subsidiary or Affiliate, which shall enjoy exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof.

(c)     Further Instruments and Cooperation . The Provider further covenants and agrees that in connection with the foregoing assignment of its Work Product and all Proprietary Rights therein, at the request of the Company (or its Subsidiaries or Affiliates, as the case may be) at all times during the Engagement Term and thereafter, Provider will, in all ways, promptly and fully cooperate, give testimony in connection with, and assist the Company (its Subsidiaries or Affiliates, as the case may be) in effecting the purpose of that assignment, in obtaining and, from time to time, in enforcing the Company's Proprietary Rights therein, including but not limited to (i) the execution and delivery of all documents necessary to secure for the Company (its Subsidiaries or Affiliates, as the case may be) such Proprietary Rights and other rights to all Work Product, (ii) the filing of applications for and the taking of other actions required to obtain patents on the Provider's Work Product in any and all countries and (iii) the furnishing of testimony in connection with the Company's enforcement of the Proprietary Rights therein. as the Company may desire (except that it is understood and agreed that Provider will not be involved in the construction of any such patents), provided that (A) Provider's obligation to assist the Company in obtaining and enforcing such patents and any other Proprietary Rights shall survive the Engagement Term of this Agreement and (8) in connection with any services the Provider may be requested by the Company to provide in connection with its obligations under this Section 4.1 (c), the Company shall compensate the Provider at customary rates paid by the Company for comparable services rendered.

(d)     Inapplicability of Section 4.1 in Certain Circumstances . The Company expressly acknowledges and agrees that, and the Provider is hereby advised that, this Section 4.1 does not apply to any invention for which no equipment, supplies, facilities or Confidential Information (as that term is hereinafter defined) of the Company, its Subsidiaries or any of their Affiliates was used and which was developed entirely on the Provider's own time or on its personnel's own time, unless (I) the invention relates to the business of the Company, its Subsidiaries or any of their Affiliates or to the Company's, its Subsidiaries' or any of their Affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any Services performed by the Provider for the Company, its Subsidiaries or Affiliates.

4.2     Ownership and Covenant to Return Documents. etc . The Provider agrees that all Work Product and all documents or other tangible materials (whether originals, copies or abstracts), including without limitation, books, records, manuals, files, sales literature, training materials, customer records, correspondence, computer disks or print-out documents, contracts, orders, messages, phone and address lists, invoices and receipts, and all objects associated therewith, which contain Confidential Information or which in any way relate to the business of the Company either furnished to the Provider by the Company, its Subsidiaries or Affiliates or are prepared, compiled or otherwise acquired by the Provider during the Engagement Term of this Agreement, shall be the sole and exclusive property of the Company, such Subsidiaries or such Affiliates. The Provider shall not, except for the use of the Company, its Subsidiaries or Affiliates, use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the facilities of the Company or such Subsidiaries or Affiliates, nor use any information concerning them except for the benefit of the Company, its Subsidiaries and or Affiliates, either during the Engagement Term of the Agreement or thereafter. The Provider agrees to deliver all of the aforementioned documents and

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objects that may be in its possession to the Company on the termination of its engagement with the Company, or at any other time upon the Company's request.

4.3     Non-Disclosure Covenant . For a period commencing on the date of this Agreement and ending on the last to occur of five (5) years following the date of execution of this Agreement or three (3) years following the date of the termination of the Engagement Term of the Agreement, except as required by law, without the prior written permission of the Company, the Provider shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Provider or any Person other than the Company, its Subsidiaries or their Affiliates, any "Confidential lnformation," as that term is hereinafter defined. Further, Provider covenants to the Company that in the Providers performance of its Services hereunder, the Provider will violate no confidentiality obligations it may have to any other Persons.

(a)    As used herein, the term "Confidential Information" shall mean and include Work Product or any knowledge or information which the Provider acquires from the Company or from any customers, vendors or independent contractors of the Company for the benefit of the Company while the Provider is serving as an advisor to the Company hereunder (whether before or after the date of this Agreement) relating to (i) information about the proprietary technologies. animal and clinical trial results, products, applications, host organisms, fungal gene expression, fungal high throughput screening, equipment, patent applications, know-how, data, reports, contracts, drawings, protocols, production processes of the Company, its Subsidiaries and Affiliates, (ii) the name of any existing or prospective investor, partner, employee, supplier, sales agent or the Provider of or to the Company, (iii) any sales plan, sales forecast, marketing material, plan or survey, business or financial plan or strategy, or opportunity, product or service development plan or specification, business proposal or information relating to the present or proposed business of the Company, (iv) the Company's financial statements, analyses, books, accounts, records, operating costs and expenses and other financial information about the Company, its Subsidiaries and their Affiliates, (v) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (vi) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and Affiliates, (ix) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (x) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and Affiliates, (xi) computer software and data bases developed for the Company, its Subsidiaries and Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and Affiliates and (xii) correspondence or other private or confidential matters , information or data whether written, oral or electronic, which is proprietary to the Company , its Subsidiaries and Affiliates and not generally known to the public, provided that the Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is:
(i)    In the public domain or otherwise generally known to the trade at or subsequent to the time it was communicated to the Provider by the disclosing party through no fault of the Provider;

(ii)    was disclosed to other Persons other than by reason of the Providers breach of its confidentiality obligations hereunder;

(iii)    was rightfully in the Provider's possession free of any obligation of confidence at or subsequent to the time it was communicated to the Provider by the Company or its personnel or agents;


5


(iv)    was developed by the Provider or Persons other than the Company, its personnel or agents, independently of and without reference to any information communicated to the Provider by the Company or its personnel;

(v)    learned of by the Provider subsequent to the termination of its engagement by the Company hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and Affiliates; or

(vi)    is being disclosed by the Provider in response to a valid order by a court or other governmental body, or otherwise as required by law , or as necessary to establish the rights of either Party under this Agreement.

(b)    For purposes of this Section 4.3, the term " unauthorized person " shall mean any person who is not (I) an officer or director of the Company, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for its performance of its assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information.

4.4     Anti-Pirating and Non-Interference Covenants . The Provider covenants to the Company that while the Provider is engaged by the Company hereunder and for the five (5) year period thereafter (the " Non-Solicitation Period "), the Provider will not, for any reason, directly or indirectly:

(a)    solicit , hire, or otherwise do any act or thing which may induce any Protected Person (as that term is defined in Section 5.8(c) hereof) to terminate his relationship with Company, its Subsidiaries and Affiliates, or otherwise interfere with or adversely affect the relationship (contractual or otherwise) of the Company, its Subsidiaries and Affiliates with any then Protected Person; or

(b)    do any act or thing which may interfere with or adversely affect the relationship (contractual or otherwise) of the Company, its Subsidiaries and Affiliates with any then customer or then Protected Person or induce any such customer or Protected Person to cease doing business with the Company, its Subsidiaries and Affiliates.

4.5     Remedies for Breach .

a.    The Provider hereby expressly acknowledges that the preservation of the confidentiality of the Company's Confidential Information is absolutely essential to commercial success of the Company, and that the improper use and/or disclosure of the Company's Confidential Information would cause the Company harm. If the Provider commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction (without regard to the arbitration provisions of Section 5.9 hereof), by the entry of temporary, preliminary and permanent injunctions and orders of specific performance, together with an accounting therefore, it being expressly acknowledged and agreed by the Provider that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and that money damages will not provide an adequate remedy to the Company and its Subsidiaries. Such injunction shall be available without the posting of any bond or other security, and the Provider hereby consents to the issuance of such injunction. Further, in the event of an alleged breach or violation by the Provider of any of the provisions of Sections 4.3 or 4.4 hereof, the period in which the Provider has covenanted to the Company to refrain from engaging in the applicable activity shall

6


be tolled until such breach or violation has been cured. The parties agree that in the event of the institution of any action at law or in equity by either party to enforce the provisions of this Article IV, Each Party shall pay all their own respective costs and expenses in such action. If any covenant contained in this Article IV, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such covenant or any other covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable.

b.    The Company waives its right to claim monetary damages from the Provider in excess of $100,000; and that this value represents an absolute cap on any /legal claim for monetary damages the Company may raise whatsoever against the Provider for any reason at any time.

ARTICLE V
GENERAL

5.1     Assignment . The Provider expressly agrees for itself and its successors-in-interest, that this Agreement and its obligations, rights, interests and benefits hereunder are personal to it in nature, and shall not be assigned, except in connection with the a sale of all or substantially all of the assets of the Provider and with the consent of the Company, which consent shall not be unreasonably withheld, provided that this Agreement shall be assignable and transferable by the Company to any successor-in-interest who acquires all or substantially all of the assets of the Company without the consent of the Provider, further provided that the Company shall not be relieved of its obligations to the Provider hereunder unless such successor-in-interest executes a written instrument assuming all of the Company's obligations under this Agreement and reasonably promptly furnishes a copy of same to the Provider.

5.2     Notices . Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit in the United States Post Office certified or registered mail or with an air courier, postage and fees prepaid, addressed to the Company at: Dyadic International, Inc. Suite 404 140 Intracoastal Pointe Drive, Jupiter, Florida 33477 USA or to the Provider at the address set

5.3     Governing Law . This Agreement shall be subject to and governed by the laws of the New York, USA without regard to any choice of law or conflicts of law rules or provisions (whether of England or any other jurisdiction), irrespective of the fact that Provider may become a resident of a different state or country.

5.4      Binding Effect . The Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Provider and its executors, administrators, personal Providers and heirs.

5.5     Complete Understanding . This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understanding with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

5.6     Amendments . No change, modification or amendment of any provision of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.

5.7     Waiver . The waiver by the Company of a breach of any provision of this Agreement by the Provider shall not operate or be construed as a waiver of any subsequent breach by the Provider. The waiver

7


by the Provider of a breach of any provision of this Agreement by the Company shall not operate as a waiver of any subsequent breach by the Company.

5.8     Certain Definitions . As used herein, the following terms shall have the meanings indicated below:

(a)    " Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person, provided that, for purposes of this definition, the terms " controls ," " controlled by ," or " under common control with " shall mean that Person's possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

(b)    " Person " shall mean an individual, partnership, Limited Liability Company, trust, estate, association, corporation, governmental body, or other juridical being.

(c)    " Protected Person " shall mean any employee, contract manufacturer, supplier, vendor, research collaborator, sales agent, Provider, agent, advisor, independent contractor, or business collaborator of the Company, its Subsidiaries or their Affiliates.

(d)    " Subsidiary " means, with respect to any person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (Without regard to the occurrence of any contingency) to vote In the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or entity or one or more of the other Subsidiaries of such person or entity or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any person or entity or one or more Subsidiaries of such person or entity or a combination thereof For purposes hereof. a person or persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such person or persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

5.9      Dispute . Subject to the provisions of Section 4.6 hereof, any dispute or claim arising out of or in connection with this Agreement shall be exclusively submitted to the District Court of New York, NY.

5.10      Attorneys' Fees . In the event that it is necessary for either Party to undertake to enforce any of the terms, conditions or rights set forth herein, or defend against any such action, each Party in such action shall bear their own costs.

5.11      Severability . If any portion of this Agreement shall be for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect.

5.12     Headings . The headings of this Agreement are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

5.13     Counterparts . This Agreement may be executed in one or more counterparts. all of which, taken together, shall constitute one and the same agreement.


8



IN WITNESS WHEREOF , the Company has caused this Agreement to be signed by one of its duly authorized officers and its corporate seal to be hereunto affixed, and the Provider has hereunto set its hand on the day and year first above written.

COMPANY: DYADIC International, Inc.
 
PROVIDER: Novara Ltd:
 
 
 
 
 
By:
/s/ Thomas Dubinski
 
By:
/s/ Matthew Jones
 
 
 
 
 
Name:
Thomas Dubinski
 
 
 
Title:
Vice President and CFO
 
Name:
Matthew Jones
 
 
 
Title:
Director, Novaro Ltd
 
 
 
Correspondence
Address:
Woodlee, West Hill, Wraxall, Bristol, BS48 1PL, England


9
Exhibit 10.9

DYADICLOGO.JPG
DYADIC INTERNATIONAL (USA), INC.
140 lntracoastal Pointe Drive, Ste. 404
Jupiter, Florida 33477
Tel: 561-743-8333
Fax: 561-743-8343
www.dyadic.com


March 26, 2018



VIA EMAIL AND US MAIL



Ms. Ping Wang Rawson
13634 187 th Place N
Jupiter, Florida 33478

Dear Ping:

On behalf of Dyadic International, Inc. (the "Company"), it is my pleasure to provide you with this new compensation package in light of your recent promotion to Chief Accounting Officer.

Title:
Chief Accounting Officer

Status:
Full-time

Effective date:
March 14, 2018

Reporting to:
Chief Executive Officer and Vice President and Chief Financial Officer ( should this position be filled in the future)

Base Salary:
$210,000 per year, payable on a bi-monthly basis, subject to deductions for taxes and other withholdings required by law or the policies of the Company.

Annual Bonus:
Not applicable

One-time Option Grant:
A one-time stock option award of 50 thousand options (50,000), priced as of March 19, 2018 which vest in accordance with the Company's standard four-year vesting policy.

One-time Conditional Stock
Option Grant:
A one-time conditional award of 50 thousand options (50,000) priced as of March 19, 2018 which will vest upon the Company's becoming an SEC registered company. If for any reason the board determines that the Company will no longer pursue becoming an SEC registered company or in the event of a sale of the Company prior to becoming an SEC registered company, the option will automatically vest.





Ms. Ping Rawson
March 26, 2018
Page 2

Annual Stock Options:
You will be eligible for annual stock option compensation of up to 100,000 options to be determined based upon the results of operations of the Company and your personal performance (in the sole discretion of the Company's compensation committee), in accordance with the terms of a share-based compensation plan maintained by the Company.

Such options, if any, will be priced as of the date of grant. Any options that are granted shall vest 25% per year beginning one year from the date of grant.

Benefits:
You will be eligible for the benefits outlined in the Company's Employee Benefit Handbook including medical, dental and vision coverage as generally provided to other employees at the Company.

You will also be able to continue to participate in a 401(k) Plan which the Company will match dollar for dollar up to four percent (4%) of your base salary, subject to any IRS limitations, if any.

Vacation:
You will be entitled to four (4) weeks of vacation per year. However, you will not be permitted to take more than 2 weeks consecutively at a time. Additionally, we would expect that you will schedule your vacation plans at times which will not prevent you and your staff from completing our quarterly and annual financial filings in a timely matter.

Severance:
As of the Effective Date noted above, you will be entitled to six (6) months of severance pay ( computed based on your then current base salary) if your services are no longer required for either one of the following reasons:

There is a change in control, and your services are no longer required, OR

You are discharged for any other reason other than for Cause.

For purposes of this arrangement, a termination shall be considered to be for "Cause" if it occurs in conjunction with a determination by the Board that any of the following has occurred:

(i)    Employee's conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude;

(ii)    Employee's misconduct or gross negligence in connection with the performance of her duties hereunder, including a violation of the Company's written policies or Code of Conduct and Ethics;

(iii)    Employee's engaging in any fraudulent, disloyal or unprofessional conduct which is, or is likely to be, injurious to the Company, its financial condition, or its reputation;

(iv)    Employee's failure to perform her duties with the Company);

(v)    Employee's failure to meet performance standards agreed upon by Employee and the Company; or

If the Company determines that it has grounds to terminate Employee's employment for Cause pursuant to the provisions of clauses (iv) or (v) noted




Ms. Ping Rawson
March 26, 2018
Page 3

above, then it will first deliver to Employee a written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate her employment for Cause, and Employee will have 15 days after the receipt of such written notice to cease such actions or otherwise correct any such failure or breach. If Employee does not cease such actions or otherwise correct such failure or breach within such 15-day period, or having once received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails, or breaches, the Company may terminate her employment for Cause immediately. The Company may terminate Employee's employment without Cause, or for Cause pursuant to the provisions of clauses (i), (ii), or (iii) noted above, immediately.

Your severance benefit will increase to 12 months (computed based on your then current base salary) one year from the Effective Date noted above or upon the Company becoming an SEC reporting entity, whichever occurs first.





Ms. Ping Rawson
March 26, 2018
Page 4

Your employment with the Company is at-will and either party can terminate the relationship at any time with or without cause and with or without notice.

The revised details of your compensation and benefits outlined in this letter, replace any arrangement that has existed prior to the Effective Date noted above.

Please evidence your agreement with and acceptance of the foregoing by signing, dating and returning a copy of this letter to me at your earliest convenience.

Once again, we are excited about your promotion and look forward to working with you.






Very truly yours,

By:
/s/ Mark Emalfarb
Name:
Mark Emalfarb
Title:
Chief Employee Officer



AGREED TO AND ACCEPTED
This 26th day of March, 2018:



By:
/s/ Ping Rawson
Name:
Ping Rawson


Exhibit 10.10

DYADIC INTERNATIONAL, INC.

INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of the __ day of ____, ____, by and between DYADIC INTERNATIONAL, INC. , a Delaware corporation (the "Company"), and [ NAME OF OFFICER OR DIRECTOR ] ("Indemnitee").

RECITALS:

A.    The Company and Indemnitee recognize the significant cost of directors' and officers' liability insurance and the general reductions in the coverage of such insurance.

B.    The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the coverage of liability insurance has been severely limited.

C.    The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.

AGREEMENT:

NOW, THEREFORE , in consideration for Indemnitee's services as an officer or director of the Company, the Company and Indemnitee hereby agree as follows:

1.    INDEMNIFICATION.

(a)     Third Party Proceedings . The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or any alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys, fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful.

(b)     Proceedings By or in the Right of the Company . The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys, fees) and, to the fullest extent

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permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c)     Mandatory Payment of Expenses . To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection therewith.

2.    EXPENSES; INDEMNIFICATION PROCEDURE.

(a)     Advancement of Expenses . The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company.

(b)     Notice/Cooperation by Indemnitee . Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the President of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed, five business days if sent by airmail to a country outside of North America; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

(c)     Procedure . Any indemnification and advances provided for in Section 1 and this Section 2 shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, Indemnitee shall be entitled to receive interim payments of expenses pursuant to Subsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties, intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification

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of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d)     Notice to Insurers . If, at the time of the receipt of a notice of a claim pursuant to section 2(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e)     Selection of Counsel . In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

3.    ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a)     Scope . Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights and Company's obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder.

(b)     Nonexclusivity . The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested Directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding.

4.    PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

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5.    MUTUAL ACKNOWLEDGEMENT. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

6.    OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

7.    SEVERABILITY. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

8.    EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)     Claims Initiated by Indemnitee . To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or

(b)     Lack of Good Faith . To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(c)     Insured claims . To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers' and directors' liability insurance maintained by the Company.


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(d)     Claims Under Section 16(b) . To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

9.    CONSTRUCTION OF CERTAIN PHRASES.

(a)    For purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)    For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.

10.    COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

11.    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

12.    ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee's counterclaims and cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous.

13.    NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

14.    CONSENT TO JURISDICTION. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action

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or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Florida.

15.    CHOICE OF LAW. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware without regard to the conflict of law principles thereof.

16.    PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

17.    SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

18.    AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

19.    INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

DYADIC INTERNATIONAL, INC.,
a Delaware corporation
 
 
By:
 
 
Name: Mark Emalfarb
 
Title: President and Chief Executive Officer
 
 
 
 
[Name of Officer or Director]



6
Exhibit 10.11








INTRACOASTAL POINTE OFFICE BUILDING
LEASE AGREEMENT




TENANT:


DYADIC INTERNATIONAL, INC.





LANDLORD:


QUENTIN PARTNERS CO.
as Agent for
lntracoastal Pointe, Inc.
851 S.E. Johnson Avenue, Suite 100
Stuart, Florida 34994
772-220-4127











December, 2010










INTRACOASTAL POINTE OFFICE BUILDING
LEASE AGREEMENT

THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") is made and entered into this 30th day of December, 2010 by and between Quentin Partners Co. as Agent for lntracoastal Pointe, Inc., (Florida corporations) (hereinafter collectively called "Landlord"), whose address for purposes hereof is 851 S.E. Johnson Avenue, Suite 100, Stuart, Florida 34994; and Dyadic International, Inc., (hereinafter called "Tenant"). Tenant's address, for purposes hereof until commencement of the term of this Lease, being 140 lntracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477 and thereafter being that of the Leased Premises (hereinafter defined).

WITNESSETH:

1.
LEASED PREMISES: Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease, demise and let to Tenant and Tenant does hereby lease, demise and let from Landlord those certain premises (hereinafter sometimes called the "Leased Premises") in the lntracoastal Pointe Office Building (hereinafter sometimes referred to as "Building") located at 140 lntracoastal Pointe Drive, Jupiter, Florida 33477, such Leased Premises being more particularly described as follows:

Suites 404 and 405, 4,872± square feet of Gross Rentable Area, located on the fourth floor of the Building.

The term "Gross Rentable Area" as used herein, shall refer to all area measured from the outside surface of the outer glass or finished walls of the building to the outside surface of the opposite outer wall, glass, or in the case of multi-tenant floors, to the midpoint of the walls separating the Leased Premises of adjacent tenants. The term "Gross Rentable Area" includes a pro rata share of all common areas and facilities of the Building, but not limited to, bathrooms, hallways and service facilities, the rent and expenses of which are to be shared by Tenant proportionately. No deductions from Gross Rentable Area are made for columns or projections necessary to the Building. The Gross Rentable Area in the Leased Premises has been calculated on the basis of the foregoing definition and is hereby stipulated for all purposes hereof to be 4,872± square feet, whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Leased Premises for occupancy so long as such work is done substantially in accordance with the approved plans.

2.    A.    TERM: The term of this Lease Agreement on the Leased Premises shall be for a
period of (36) thirty-six months. The Commencement Date of the term shall be
January 1, 2011.Landlord will make all diligent attempts to have space ready. The
rent for partial months shall be prorated. The Term of the Lease shall expire (unless
sooner terminated as provided herein) at 11 :59 p.m. E.D.T. on December 31, 2013.


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B.    Early Termination:

Tenant shall have the right to terminate the Lease with a six (6) month notice at any time on or after January 1, 2012 by delivering written notice ("Early Termination Notice") to Landlord its intention to do so.

3.    A.    Annual Rent: During the term of this Lease, Tenant agrees and covenants to pay
the Landlord Annual Rent as follows:

1/01/11 - 12/31/13: $11.50 per square foot; $56,028.00/year; $4,669.00/month*

*Tenant will pay first month's rent plus CAM as defined in the lease (Section 3C, currently at $8.00 psf) and sales tax (currently at 6.5%) totaling $8,431.61, upon lease execution.

Total Annual Rent per year is payable without demand, notice or offset in advance in equal monthly installments of one-twelfth of the Annual Rent due and payable on the first day of each and every calendar month of the term of the Lease, in the currency of the United States of America at the offices of Landlord or elsewhere as designated from time to time by Landlord's written notice to Tenant. The monthly installment of Annual Rent shall be prorated in the case of partial months. In addition to the Annual Rent, Tenant shall pay to the Landlord on the first day of each month a sum equal to any sales tax, tax on rentals, and any other charges, taxes or impositions, now in existence or hereafter imposed based upon the privilege of renting the Leased Premises or upon the amount of Annual Rent, pro rata expenses, and all other amounts owed by Tenant hereunder. Nothing herein shall, however, require Tenant to pay any Federal or State taxes on income imposed upon Landlord.

The Tenant will pay for the electric for the Leased Premises, which shall be separately metered. The Tenant will be responsible to maintain its Leased Premises space (including all water connections, appliances and kitchens).

LATE CHARGES. The parties agree that late payment by Tenant to Landlord of rent will cause Landlord to incur costs not contemplated by this lease, the amount of which is extremely difficult to ascertain. Therefore, the parties agree that if any installment of rent is not received by Landlord within 7 days after rent is due, Tenant will pay to Landlord a sum equal to 15% of monthly rent as a late charge.

INSUFFICIENT FUNDS. If any of Tenant's checks bounce, Landlord will charge a fee of $100.00 for administrative cost plus all bank fees.

B.
PRORATA SHARE OF EXPENSES AS ADDITIONAL RENT: In addition to the Annual Rent and other sums to be paid hereunder by Tenant, Tenant shall pay a prorata share of all expenses incurred by Landlord in connection with the ownership, operation, maintenance and management of the Building and the

2


land upon which it is located. Tenant's pro-rata share shall be $8.00 per square foot.

The expenses for which the Tenant shall pay a prorata share according to the aforesaid formula include but are not limited to the following:

(1)
Real Property Taxes and Assessments. Tenant shall pay its pro-rata share of all real property taxes and assessments and all tangible personal property taxes which may be levied or assessed by any lawful authority against the land, the improvements located on the land (including the Building) and all personal property owned by Landlord and used in connection with the operation and management thereof. A tax bill or photocopy thereof submitted by Landlord to Tenant shall be sufficient evidence of the amount of taxes assessed or levied against the property to which the bill relates. The real property taxes and assessments herein referred to shall be the real property taxes and assessments on the property with a physical address of 140 lntracoastal Pointe Drive, Jupiter, Florida 33477. Tenant shall be responsible for paying all taxes on Tenant's own personal property and all taxes due with respect to any leasehold improvements which exceed the value of the improvements provided by Landlord to Tenant.

(2)
Insurance. Tenant shall pay its prorata share of the cost of all insurance coverage carried by Landlord with respect to the Building and land, including without limitation insurance against liability, casualty, loss of damage to the Building, rent loss, flood insurance, and worker's compensation.

(3)
Utilities. Tenant shall pay its prorata share of the cost of all utilities including electricity, water, gas, fuel, trash and garbage collection fees, Tenant Association fees, drainage district tax, and any sewer service charges for the Building (but as provided in Section 10, Tenant shall be responsible for paying all electricity to the Leased Premises).

(4)    General Services and Expenses (for the Building Common Areas):
(a)
Janitorial services.
(b)
Maintenance and repair.
(c)
Landscaping maintenance, supplies and refurbishing.
(d)
Cleaning, maintaining, resurfacing, and striping of the parking area.
(e)
Operatorless elevator service and maintenance.
(f)
Supplies for restrooms and other public portions of the Building and the property.
(g)
Maintenance of air conditioning, heating, sprinkler, access control and other mechanical systems.
(h)
Building management fees.
(i)
Expenses for access control if and to the extent provided by Landlord. In the event Landlord does provide access control, Tenant specifically agrees that Landlord shall not be liable in the event of any loss or

3


damage suffered by Tenant as a result of any failure to exclude access to any unauthorized personnel.
(j)
Reserve for renewal, replacement, and capital improvements of ten percent of annual expenses excluding the reserve for renewal and replacement.
(k)
Amortization of the cost of capital improvements (together with a reasonable finance charge) as may be required by governmental authority.
(I)
Professional fees (including attorneys and accountants) incurred in connection with the operation of the Building; and
(m)
Compensation of employees at the level of building manager and below in connection with operation of the Building.

The costs to be shared on a prorata basis by Tenant shall not include payments of principal and interest on any mortgage or deed of trust upon the building, or the costs of improvements made for particular tenants.

Landlord does not warrant that any of the services will be free from interruption caused by repairs, renewal, improvement, alterations, strikes, lockouts, accidents, inability of Landlord to obtain fuel or supplies or any other causes. Any such interruption of service shall never be deemed an eviction or disturbance of Tenant's use and possession of the premises or any part thereof or render the Landlord liable to the Tenant for damages or relieve the Tenant from performance of the Tenant's obligations under this Lease. Landlord agrees, however, that Landlord will make reasonable efforts at all times to promptly remedy any situation which might interrupt such services.

C.
OTHER PROVISIONS AFFECTING RENTAL PAYMENTS AND ADDITIONAL RENT: Notwithstanding anything in the foregoing to the contrary, the Tenant's obligations under Section 3(B) shall be computed as the costs of owning, operating and managing the Building is $8.00* per square foot (base CAM rate). The prorata share shall be $8.00 p.s.f. over the term of the Lease. Tenant shall pay in advance, in monthly installments as herein set forth. The amount due under this Section shall be paid by Tenant to Landlord without notice or demand and without abatement, deduction or set-off in monthly installments, in advance on the first day of each calendar month during the term of this Lease as provided for herein. Landlord shall have all the rights and remedies provided herein or by law for the purposes of collection thereof. Tenant may not disclose any information regarding Building expenses without the approval of Landlord.

4.
SECURITY DEPOSIT: Tenant concurrently with the execution of this Lease shall pay the sum of zero dollars. It is understood that Tenant paid a previous Landlord a security deposit of four thousand four hundred twenty-three dollars and 84 cents ($4,423.84), which was never transferred to the current Landlord because the previous Landlord went out of business. Tenant's lease signed June 28, 2001 stated that Quentin Partners Co. would assume responsibility for this security deposit of $4,423.84 provided Tenant remained in good standing through December 31, 2005, which was the case. As a courtesy for tenant goodwill, this sum shall be deemed by Landlord as security for the payment by Tenant of the rents and all other payments herein agreed to be paid by Tenant and for the faithful

4


performance by Tenant of the terms, provisions, and conditions of this Lease. Landlord, at Landlord's option, may at the time of any default by Tenant under any of the terms, provisions, covenants or conditions of this Lease apply said sum or any part thereof towards the payment of the rents and all other sums payable by Tenant under this Lease. Landlord will notify the Tenant in writing when this action has been taken. Tenant shall remain liable for any amounts that such sum shall be insufficient to pay and shall within three (3) days after demand by Landlord restore the security deposit to the amount originally required hereby. Landlord may exhaust any or all rights and remedies against Tenant before resorting to the security deposit, but nothing herein contained shall require or be deemed to require Landlord to do so. In the event the deposit shall not be utilized for any such purpose, then such deposit shall be returned by Landlord to Tenant after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on the security deposit.

5.
USE: The Tenant will use and occupy the Leased Premises for the following use or purpose and for no other use or purpose: Office.

Notwithstanding anything to the contrary in this Lease, the Leased Premises shall not be used for any purpose which would (i) adversely affect the appearance of the Building, (ii) except for general office use, be visible from the exterior of, or the public areas of the Building, (iii) adversely affect ventilation in other areas of the Building (including without limitation the creation of offensive odors), (iv) create unreasonable elevator loads, (v) cause structural loads to be exceeded, (vi) create unreasonable noise levels, (vii) violate building codes, zoning ordinances, or other applicable laws or otherwise constitute illegal use, (viii) adversely affect the mechanical, electrical, plumbing or other base Building systems, (ix) result in the generation, treatment, storage, discharge, disposal, possession, processing or other handling of chemicals or any hazardous material in the Leased Premises, the Building, or any Building systems, including in particular disposal in the base Building plumbing, heating, ventilating or air-conditioning systems, (x) involve printing, photographic processing or other process involving the use of chemicals and equipment not generally used in office buildings, or (xi) otherwise unreasonably interfere with Building operations or other tenants of the Building. (xii) Tenant is responsible for any and all damage throughout the building which might result from its shipping and/or receiving operations. In all events, Tenant shall not engage in any activity which is not in keeping with the standards of the Building.

6.
IMPROVEMENTS: Tenant may create two offices from a conference room and hallway in the southwest corner of Suite 405 (see plan). Tenant shall maintain all improvements installed in accordance with said plans. The final plans for Tenant's interior improvements ("Tenant Improvements") shall be submitted to Landlord and shall be subject to approval by Landlord and the Town of Jupiter prior to commencement of construction. Landlord's approval shall not be unreasonably withheld provided that such improvements do not adversely affect Building structure or Building systems and are not visible from the exterior of the Leased Premises. The plans submitted by Tenant shall not be deemed final unless they are sufficient to meet all requirements necessary to allow Landlord to obtain a building

5


permit. After the plans have been submitted to and approved by Landlord no changes shall be permitted without Landlord's written consent.

Should Tenant desire water and sewer service within the Leased Premises other than those existing, said installation and connection shall be at the Tenant's sole expense. Tenant shall be responsible for damages, if any, to the Building or to the Leased Premises, as a result of the original installation, leaks, water pipe breakage or other failure in the system which may occur after the original installation.

All Tenant Improvements made to the Leased Premises shall become the property of the Landlord upon expiration or termination of this Lease.

7.
CONTRACTORS. All outside contractors will be licensed, insured for liability and carry an occupational license valid in the municipality in which they are going to work. Landlord must be notified of the names of these contractors and provided with a copy of their licenses and insurance. (see Section 14 - Liens.)

8.
TENANT'S RIGHTS AND RESTRICTIONS AS TO BUSINESS SIGNS: Tenant may, at its own expense, erect or place, of a quality, size, and in a manner approved in writing by Landlord, and based on Landlord's building standard, graphics identifying Tenant on the main entrance door of the Leased Premises or as otherwise designated by Landlord. Such signs shall be kept in a good state of repair and Tenant shall repair any damage that may have been done to the Leased Premises by the erection, existence or removal of such signs. At the end of the Lease term, Tenant shall remove the signs at its expense.

Except as provided above, no sign, notice or other advertisement shall be inscribed, painted, affixed or displayed on any of the windows or on the exterior of any of the doors of the Leased Premises, nor anywhere visible from outside the Leased Premises without prior written consent of Landlord (which may be granted or withheld by Landlord in its sole discretion).

Landlord agrees that during the entire term of this Lease Landlord shall make space available on the building directory board of the building for the name of Tenant's firm, company, corporation or business entity. Landlord shall maintain the Tenant's name on the sign, unless a federal, state or local code prohibits either the sign or limits use of such sign. Landlord has the right to approve signage prior to installation.

9.
CONDITION OF PREMISES: Tenant is in possession of the Leased Premises and Tenant acknowledges the Leased Premises are in good and satisfactory condition.

10.
QUIET POSSESSION: Upon payment by Tenant of the rental herein provided, and upon the observance and performance of all terms, provisions, covenants and conditions on Tenant's part to be observed and performed, Tenant shall, subject to all of the terms, provisions, covenants and conditions of this Lease Agreement, peaceably and quietly hold and enjoy the Leased Premises for the term hereby leased.

6



11.
TENANT'S ELECTRICAL: Tenant shall use only office machines and equipment that operate on the Building's standard electric circuits, but which in no event overload the Building's standard electrical circuits from which the Tenant obtains electric current or which will, in the opinion of Landlord, interfere with the reasonable use of the Building by Landlord or other tenants or which shall create a hazard within the Leased Premises. Tenant shall comply with all governmental mandates regarding temperature control. Tenant shall be responsible for payment of all charges for electric consumption within the Leased Premises.

12.
CHARGES FOR SERVICE: Any charges against Tenant by Landlord or its subsidiaries or agents for services or for work done on the Leased Premises by order of Tenant, or otherwise accruing under this Lease, shall be considered as rent due hereunder for all purposes.

13.
REMEDIES UPON TENANT'S DEFAULT. In the event Tenant shall abandon or vacate the Leased Premises or at any time be in default in the payment when due of Annual Base Rent, or other charges herein required to be paid by Tenant or in the observance or performance of any of the other covenants and agreements required to be performed and observed by Tenant hereunder and any such default shall continue for a period of three (3) days after written notice to Tenant for monetary obligations and ten (10) days after written notice to Tenant for all other obligations, then Tenant shall be in default hereunder and Landlord shall be entitled to any and all remedies available at law or in equity and all other remedies specifically provided herein. Without limiting the generality of the foregoing, Landlord may:

(A)
Terminate this Lease and Tenant's right to possession of the Leased Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Leased Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovering possession of the Leased Premises, expenses of reletting, reasonable attorney's fees, and any real estate commission paid; and the difference at the time of termination between the amount by which the unpaid Annual Base Rent (as is reasonably projected by Landlord) for the balance of the term.

(B)
Maintain this Lease in full force and effect and allow Tenant to retain possession of the Leased Premises, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Leased Premises. In such event, Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to recover the Annual Base Rent and other charges as they become due hereunder; and/or

(C)
Terminate Tenant's right of possession, but not this Lease, whereupon Landlord will use commercially reasonable efforts to attempt to relet the Leased Premises for Tenant's account; in which case Tenant shall remain liable to Landlord for the amount, if any, by which the rental and other charges required to be paid

7


hereunder exceed the net amount actually received by Landlord from any such reletting (after deducting from the rental received from the new tenant any amounts paid by Landlord in obtaining the new lease including all real estate commissions, concessions, and other costs). Such amounts owed by Tenant shall be paid to Landlord from time to time upon demand; and/or

(D)
Declare the balance of the Annual Rent and the balance of Tenant's pro rata share of expenses (agreed at $8.00. Psf) for the entire remaining term of this Lease to be immediately due and payable the space would then continue to be available to Tenant; and/or

(E)
Charge a fifteen percent (15%) fee on any outstanding balance; and/or

(F)
Pursue any other remedy now or hereafter available to Landlord at law or equity.

During any period in which Tenant is in default beyond any applicable grace period Tenant shall not be entitled to exercise any options, privileges, or rights contained in this Lease.

14.
ALTERATIONS AND REPAIRS: Tenant will, at Tenant's own expense, keep the Leased Premises in good repair and tenantable condition during the Lease term and will replace at its own expense any and all broken glass caused by Tenant in and about said Leased Premises.

Tenant will make no alteration, additions or improvements in or to the Leased Premises without the written consent of Landlord, and all additions, fixtures, carpet or improvements, except office furniture and trade fixtures which shall be readily removable without injury to the Leased Premises, shall be and remain a part of the Leased Premises at the expiration of this Lease: provided, however, if Landlord requests removal of any alterations, additions or fixtures installed by Tenant, Tenant shall cause them to be removed at Tenant's cost.

15.
LIENS: Tenant agrees to pay all liens of contractors, subcontractors, mechanics, laborers, material men, and other items of like costs and charges, including bond premiums for release of liens and attorney's fees reasonably incurred in and about the defense of any suit in discharging the Leased Premises or any part thereof from any liens, judgments or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within ten (10) days after the same has been made or filed. The expenses, costs and charges above referred to shall be considered as rent due for all purposes of this Lease.

Tenant shall not have any authority to create any liens for labor or materials on the Landlord's interest in the Leased Premises or the Building and all persons contracting with the Tenant for the destruction or removal of any facilities or other improvements or for the erection, installation, alteration or repair of any facilities or other improvements on or about the Leased Premises, and all material men, contractors, mechanics and laborers, are hereby charged with notice that they must look only to the Tenant's interest in the Leased Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant.

8



16.
PARKING: Landlord grants to Tenant the right to use in common with other tenants entitled to similar use thereof the parking areas for parking automobiles of Tenant's customers, clients and invitees.

Landlord may require Tenant and its employees to use a parking area designated by Landlord as an employee parking area and Tenant shall take all necessary action to assure that Tenant's employees shall use the designated employee parking area as designated by Landlord.

Any reserved parking spaces shall be in areas designated by Landlord. Landlord shall not be liable for any damage of any nature whatsoever to, or any theft of, automobiles or other vehicles or appurtenant parking areas. Tenant has three reserved parking spaces, numbered 6, 7, 8.

17.
ESTOPPEL CERTIFICATE: Tenant agrees that from time to time, upon not less than seven (7) days prior request by Landlord, Tenant will deliver to Landlord a statement in writing certifying: (a) that this Lease is unmodified and in full force and effect or, if there have been modifications, that the Lease, as modified, is in full force and effect and stating the modifications; (b) the dates to which the rent and other charges have been paid; (c) that Landlord is not in default under any provisions of this Lease, or if in default, the nature thereof in detail; and (d) such other matters as Landlord shall reasonably request.

18.
LANDLORD'S MORTGAGE: If the Building and/or Leased Premises are at anytime subject to a mortgage, and Tenant has received written notice from Mortgagee of same, then in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder, Tenant will also simultaneously give a copy of such notice to Landlord's Mortgagee and Landlord's Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, plus an additional period of thirty (30) days, or such greater period as may reasonably be required for the Mortgagee to effect the cure (including if title or possession by the Mortgagee is required to effect the cure any period required by Mortgagee to foreclose or otherwise obtain title and possession). Tenant will accept such curative or remedial action (if any) taken by Landlord's Mortgagee with the same effect as if such action had been taken by Landlord.

This Lease shall be subject and subordinate to any mortgage now or hereafter covering the Building or Leased Premises. The foregoing provision shall be self• operative but, Tenant shall upon Landlord's request promptly execute any instrument or instruments which Landlord may deem necessary or desirable to further evidence the subordination of the Lease to any and all such mortgages and/or deeds of trust. Tenant hereby appoints Landlord and or Landlord's successor(s) in interest as Tenant's attorney-in-fact to execute any and all documents necessary to effectuate all the provisions of this Section.

19.
ASSIGNMENT BY LANDLORD: If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement

9


of any mortgage on the Leased Premises, Tenant shall be bound to such transferee (herein sometimes called the "Purchaser"), for the balance of the term hereof remaining and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were the Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, as its Landlord, said attornment to be effective and self-operative without the execution of any further instruments upon the Purchaser succeeding to the interest of Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such attornment to the extent of the then remaining balance of the term of this Lease and any such extensions and renewals shall be and are the same as those set forth herein. In the event of such transfer of Landlord's interest, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise, and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of the Landlord under this Lease.

20.
ASSIGNMENT AND SUBLEASING BY TENANT: Without the written consent of Landlord first obtained in each case, Tenant shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease for the term hereof, or underlet the Leased Premises or any part thereof or permit the Leased Premises to be occupied by anybody other than the Tenant. No assignment of this Lease nor sublease of the Leased Premises shall release Tenant from any obligations contained herein. The Landlord may after default by the Tenant collect or accept rent from the assignee, undertenant, or occupant and apply the net amount collected or accepted to the rent and other amounts herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant or occupant as Tenant, nor shall it be construed as, or implied to be, a release of the Tenant from the further observance and performance by the Tenant of the terms, provisions, covenants and conditions herein contained. In the event Tenant desires Landlord's consent to any assignment or sublease Tenant shall provide such information as Landlord shall reasonably require to evaluate the proposed assignee or subtenant, including without limitation, name, references, audited financial statements and nature of business. Any assignee or subtenant must agree in writing to be bound by all terms and provisions hereof (except that as to subtenants, the subtenant's rental will be governed by its sublease).

21.
SUCCESSORS AND ASSIGNS: All terms, provisions, covenants and conditions to be observed and performed by Tenant shall be applicable to and binding upon Tenant's respective heirs, administrators, executors, successors and assigns, subject, however, to the restrictions as to assignment or subletting by Tenant as provided herein. All expressed covenants of this Lease shall be deemed to be covenants running with the land.

22.
INSURANCE; TENANT'S INDEMNIFICATION: Tenant shall, during the entire Lease term, at its sole cost and expense, provide and keep in full force and effect a policy of Commercial General Liability insurance covering the Leased Premises, and the business operation by Tenant in an amount of not less than $3,000,000.00 combined single limit liability for bodily injury and property damage. The policy shall name Quentin Partners Co. and lntracoastal Pointe Inc., and any person, firms or corporations designated by Landlord as

10


an additional insured, and Tenant as insured, and shall contain a clause that the insurance carrier will not cancel or change the insurance without first giving the Landlord ten (10) days prior written notice. The insurance shall be with an insurance company acceptable to Landlord and the insurance carrier shall provide Landlord a true copy of said policy and a certificate of insurance.

Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the term of this Lease resulting from the activity of Tenant or merchandise stored by Tenant in the Leased Premises, whether or not Landlord has consented to the same. Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed to be additional rent.

Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss by fire, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, guests, contractors, employees, servants, subtenants, assignees, or concessionaires. Tenant shall also pay all costs, expenses and reasonable attorneys' fees (including appeals) that may be incurred or paid by Landlord in enforcing the covenants and agreements in this Lease.

Tenant shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken arising from or out of any act of Tenant, its agents, guests, contractors, employees, servants, subtenants or concessionaires.

Landlord and Tenant hereby waive any and all rights of recovery against each other, their officers, employees and agents, for loss occurring to the Leased Premises to the extent covered by insurance proceeds provided that the applicable insurance policy contains a waiver of a right of subrogation. Each party shall use reasonable efforts to obtain a waiver of subrogation from the insurance carrier providing their insurance.

23.
MUTUAL INDEMNITIES: In consideration of the Leased Premises being leased to Tenant for the above rental, Tenant agrees: that Tenant, at all times, will indemnify and hold harmless Landlord from all losses, damages, liabilities and expenses, which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, for any injuries or damages to person or property, consequent upon or arising from any acts, omissions, neglect or fault of Tenant, its agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Tenant's failure to comply with any laws, statutes, ordinances, codes or regulations or any provisions of this Lease. Landlord shall not be liable to Tenant for any damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from gross negligence or willful misconduct of Landlord, its agents or employees. All personal property placed or moved into the Leased Premises or the Building shall be at the risk of Tenant or

11


the owners thereof, and Landlord shall not be liable to Tenant for any damages to said personal property. Tenant shall maintain at all times during the term of this Lease an insurance policy or policies in an amount or amounts sufficient to indemnify Landlord and to pay Landlord's damages, if any, resulting from any matter set forth in this Section.

In case Landlord shall be made a party to any third party litigation commenced by or against Tenant, Tenant shall protect and hold Landlord harmless and shall pay all cost, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation.

In consideration of the Leased Premises being leased to Tenant for the above rental, Landlord agrees: that Landlord, at all times, will indemnify and hold harmless Tenant from all losses, damages, liabilities and expenses, which may arise or be claimed against Tenant and be in favor of any persons, firms or corporations, for any injuries or damages to person or property, consequent upon or arising from any acts, omissions, neglect or fault of Landlord, its agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Landlord's failure to comply with any laws, statutes, ordinances, codes or regulations or any provisions of this Lease. Tenant shall not be liable to Landlord for any damages, losses or injuries to the persons or property of Landlord which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from gross negligence or willful misconduct of Tenant, its agents or employees. Landlord shall maintain at all times during the term of this Lease an insurance policy or policies in an amount or amounts sufficient to indemnify Tenant and to pay Tenant's damages, if any, resulting from any matter set forth in this Section.

In case Tenant shall be made a party to any third party litigation commenced by or against Landlord, Landlord shall protect and hold Tenant harmless and shall pay all cost, expenses and reasonable attorneys' fees and disbursements incurred or paid by Tenant in connection with such litigation.

24.
ATTORNEY'S FEES: If the Tenant defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason thereof the Landlord employs the services of an attorney to enforce performance of same by the Tenant or to perform any services based upon said default, the Tenant agrees to pay reasonable attorney's fees and all expenses, costs and charges incurred by the Landlord pertaining thereto and enforcement of any remedy available to the Landlord.

In the event of the institution of litigation to enforce the provisions of the Lease to evict Tenant, or to collect moneys due from the date of default in the event of a money judgment, Tenant shall be responsible for cost of such litigation and reasonable attorney's fees at the trial level and at all levels of appeal.

In the event Landlord is the prevailing party, the awardable sums with all costs, interest and damages shall be deemed additional rent hereunder and shall be due from Tenant to

12


Landlord on the first day of the month following the month in which the respective expenses, etc., were incurred.

In the event the Tenant is the prevailing party, the awardable sums with all costs shall be bourne by Landlord.

25.
GOVERNMENTAL REGULATIONS: Tenant shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and codes and state, local and federal statutes or laws, rules, regulations, or other governmental requirements now in force or which may hereafter be in force.

26.
FIRE OR CASUALTY: In the event the Building shall be destroyed, or so damaged, or injured by fire or other casualty during the term of this Lease whereby the Leased Premises shall be rendered untenantable, the Landlord shall have the right to render the Leased Premises tenantable by repairs within one hundred eighty (180) days therefrom. If the Leased Premises are not or will not be rendered tenantable within said time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation, the rent shall be paid only to the date of such fire or casualty. Landlord shall also have the option to cancel this Lease in the event the Building is damaged to such an extent that Landlord elects not to repair the damage. Any cancellation shall be evidenced in writing. During any time that the Leased Premises are untenantable due to causes set forth in this Section, the rent or a just and fair proportion thereof (based upon the portion of the Leased Premises that are not untenantable)shall be abated.

Landlord shall not restore fixtures and improvements installed by Tenant either at the commencement of the Lease or during the leasehold term.

27.
EMINENT DOMAIN: If there shall be taken during the term of this Lease any part of the Leased Premises, parking facilities or Building, other than a part not interfering with maintenance, operation or use of the Leased Premises, Landlord may elect to terminate this Lease or to continue same in effect. If Landlord elects to continue the Lease, the rental shall be reduced in proportion to the area of the Leased Premises so taken and Landlord shall repair any damage to the Leased Premises, parking facilities, or Building resulting from such taking. If any part of the Leased Premises is taken by condemnation or eminent domain and the Landlord elects to continue the Lease, the rental assessment shall be reduced in proportion to the area of the Leased Premises so taken and Landlord shall repair any damage to the Leased Premises resulting from such taking. All sums awarded or agreed upon between Landlord and the condemning authority for the taking of the interest of Landlord and/or Tenant, whether as damages or as compensation, and whether for partial or total condemnation, will be the property of the Landlord, except that Tenant shall be entitled to any award for Tenant's moving expenses or personal property (but in no event shall Tenant be entitled to any award for the loss of the leasehold estate). If this Lease should be terminated under any provisions of this Section, rental shall be payable up to the date that possession is taken by the taking authority, and Landlord will refund to Tenant any prepaid unaccrued rent less any sum or amount then owing by Tenant to Landlord.


13


28.
ABANDONMENT: If, during the term of the Lease, Tenant shall abandon, vacate or remove from the Leased Premises the major portion of the goods, wares, equipment or furnishings usually kept on said Leased Premises, and shall cease doing business in said Leased Premises, or shall suffer the rent to be in arrears, Landlord may, at its option, cancel this Lease by written notice to Tenant at Tenant's address, or Landlord may enter said Leased Premises as the agent of Tenant by force or otherwise, without being liable in any way therefore, and rel et the Leased Premises with or without any furniture that may be therein as the agent of Tenant, at such price and upon such terms and for such duration of time as Landlord may determine and receive the rent and for such expenses therefore, applying the same to the payment of the sums due by Tenant, and if the full rental herein provided shall not be realized by Landlord over and above the expense to Landlord of such reletting, Tenant shall pay any deficiency provided that the Landlord has made reasonable efforts to achieve a fair lease.

29.
BANKRUPTCY: It is agreed between the parties hereto that: if Tenant shall be adjudicated bankrupt or insolvent or take the benefit of any federal reorganization or compensation proceeding or make a general assignment or take the benefit of any insolvency law; or, if Tenant's leasehold interest under this Lease shall be sold under any execution or process of law; or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State Laws); or if said Premises shall be abandoned or deserted; or if Tenant shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant's part to be performed; or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firms, officers or corporations, then and in any such event this Lease and the Term of this Lease, at Landlord's option, shall expire and end five (5) days after Landlord has given Tenant written notice of such act, condition or default and Tenant hereby agrees immediately then to quit and surrender said Leased Premises to Landlord; but this shall not impair or affect Landlord's right to maintain summary proceeding for the recovery of the possession of the Leased Premises in all cases as provided for by law. If the term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter, re-enter or repossess the Leased Premises and remove all persons and property therefrom without being liable for trespass or damages.

30.
(DELETED).

31.
WAIVER: Failure of Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law and/or in equity. No waiver by Landlord of a default by Tenant shall be effective unless contained in a written instrument signed by Landlord.

No waiver of any term, provision, condition or covenant of this Lease by Landlord shall be deemed to imply or constitute a further waiver by Landlord of any other term, provision, condition or covenant of this Lease.


14


32.
RIGHT OF ENTRY: Landlord, or any of his agents, shall have the right to enter the Leased Premises at any time for exigent circumstances and during all reasonable hours with reasonable notice, to examine the same or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof, or of the Building, or to exhibit the Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Landlord will retain pass keys and any passcodes to gain entry to the entire Premises. Said right of entry shall also exist for the purpose of removing placards, sign fixtures, alterations or additions which do not conform to this Lease.

33.
NOTICES: Any notice to be given shall be sent by certified mail, or hand delivered to the Parties designated address or to such other place or places as The Parties may specify in writing.

34.
RULES AND REGULATIONS: Tenant agrees to comply with all reasonable rules and regulations Landlord may adopt from time to time of operation of the Building and parking facilities and protection and welfare of the Building and parking facilities, the tenants, visitors, and occupants of the Building. The present rules and regulations, with respect to which Tenant hereby agrees to comply, entitled "Rules and Regulations" (Exhibit A) are attached hereto and are by this reference incorporated herein. Any future rules and regulations shall become a part of this Lease and Tenant hereby agrees to comply with the same upon delivery of a copy thereof to Tenant, providing the same are reasonable and do not deprive Tenant of its rights established under this Lease.

35.
CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LANDLORD: All automobile parking areas, driveways, entrances and exits thereto, Common Areas and other facilities furnished by Landlord, including all parking areas, truck way or ways, loading areas, pedestrian walkways and ramps, landscaped areas, stairways, corridors, Common Areas and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, servants, invitees, licensees, visitors, patrons, and customers, shall be at all times subject to the exclusive control and management of Landlord and Landlord shall have the right from time to time to change location and arrangement of parking areas and other facilities herein above referred to; to restrict parking by and enforce parking charges (by operation of meters or otherwise) upon visitors, patrons, and customers; to close all or any portion of said areas legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or public areas, common areas or facilities; to discourage non-tenant parking; and to do and perform such other acts in and to said areas and improvements, as, in the sole judgment of Landlord, the Landlord shall determine to be advisable with a view to the convenience and use thereof by tenants, their officers, agents, employees, servants, invitees, visitors, patrons, licensees and customers. Landlord will operate and maintain the Common Areas and other facilities referred to in such reasonable manner as Landlord shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the full right and authority to designate a manager of the parking facilities and/or Common Area and other facilities who shall have full authority to make and enforce rules and regulations regarding the use of the same or to employ all personnel and to make and enforce all rules and regulations pertaining to and necessary for the proper operation and

15


maintenance of the parking areas and/or common areas and other facilities. Reference in this Section to parking areas and/or facilities shall in no way be construed as giving Tenant hereunder any rights and/or privileges in connection with such parking areas and/or facilities unless such rights and/or privileges are expressly set forth in this Lease.

36.
SURRENDER OF LEASED PREMISES: Tenant agrees to surrender lo Landlord, at the end of the term of this Lease and/or upon any cancellation of this Lease, said Leased Premises in as good condition as the Leased Premises were at the beginning of the term of the Lease, ordinary wear and tear and damage by fire or other casually not caused by Tenant's negligence, excepted. Tenant agrees that if Tenant does not surrender said Leased Premises lo Landlord at the end of the term of this Lease, then Tenant will pay to Landlord two (2) times the monthly rent paid in the final month of Tenant's term hereunder for each month that Tenant holds over; in addition Tenant shall pay all damages that Landlord may suffer on account of Tenant's failure to so surrender to Landlord possession of the Leased Premises, and will indemnify and save Landlord harmless from and against all claims made by any succeeding tenant of the Leased Premises so far as such delay is occasioned by failure of Tenant to so surrender the Leased Premises in accordance herewith or otherwise.

No receipt of money by Landlord from Tenant after termination of this Lease or the service of any suit or final judgment for possession shall reinstate, continue or extend the term of this Lease or affect any such notice, demand, suit or judgment.

No act or thing done by Landlord or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the Leased Premises and no agreement to accept a surrender of the Leased Premises shall be valid unless it be made in writing and subscribed by a duly authorized officer or agent of Landlord.

37.
TAXES ON TENANT'S PERSONAL PROPERTY: Tenant shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Leased Premises by the Tenant.

38.
PRIOR OCCUPANCY: If Tenant, with Landlord's consent, shall occupy the Leased Premises prior to the beginning of the Lease term specified in Section 2 hereof, all provisions of this Lease shall be in full force and effect commencing upon such occupancy, and rent for such period shall be paid by Tenant at the same rate herein specified.

39.
SHORT FORM LEASE: Tenant shall, if so required by Landlord at any time, execute a short form Lease in recordable form setting forth the name of the parties, the term of the Lease (stating the commencement of Lease term called for in Section 2), and the description of the Leased Premises, and such other matters as Landlord shall reasonably request. In no event shall the Tenant record this Lease, any memorandum thereof or reference thereto, amongst the Public Records of any County of the State of Florida without the prior written consent of Landlord. Any violation of this provision by Tenant shall be immediate default hereunder.

16



40.
WAIVER OF TRIAL BY JURY: Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter arising about, of or in any way connected with the Lease, the relationship of Landlord and Tenant or Tenant's use of or occupancy of the Premises. Tenant further agrees that it shall not interpose any counterclaim or counterclaims in a summary proceeding or in any action based upon nonpayment of rent or any other payment required of Tenant hereunder.

41.
(DELETED)

42.
SEVERABILITY: If any terms, provision, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such terms, provisions, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and be enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida.

43.
TIME: It is understood and agreed between the parties hereto that time is of the essence of all the terms, provisions, and covenants and conditions of the Lease.

44.
DEFINITIONS.

(A)
The terms Landlord and Tenant, as herein contained, shall include singular and/or plural, masculine, feminine, and/or neuter, heirs, successors, executors, administrators, personal representatives and/or assigns wherever the context so requires or admits. The terms provisions, covenants and conditions of this Lease are expressed in the total language of this Lease Agreement and the Section headings are solely for the convenience of the reader and are not intended to be all inclusive.
(B)
Calendar Year shall be a twelve month period ending on each December 31.
(C)
Base Year is the Calendar Year in which the Lease Commencement Date occurs.
(D)
Base Month is the month in which the lease commences.
(E)
The Consumer Price Index is the United States Bureau of Labor Statistics, "Revised Consumer Price Index, for Urban Wage Earners and Clerical Workers, All terms (1967=100)" or any successor thereto published by the United States Department of Labor, Bureau of Labor Statistics; provided, that should the said Consumer Price Index or the manner of computing or reporting same be discontinued or changed, the parties shall attempt to agree upon a substitute formula, and failing such agreement the matter shall be determined by arbitration in Jupiter under the Rules of the American Arbitration Association then prevailing.
(F)
Code shall mean the City of Jupiter (County, State, or Federal) building, Electrical, Air Conditioning, Plumbing or other, as the same may be applicable.
(G)
Building means the actual structure wherein the Leased Premises are located.
(H)
Pro ration of rent shall be over a thirty (30) day month.


17


45.
TENDER AND DELIVERY OF LEASE INSTRUMENT: Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Leased Premises or any other space or premises in, on or about the Building. This instrument becomes effective as a Lease upon execution and delivery by both Landlord and Tenant.

46.
SERVICES: Services to be provided to Tenant shall be common area janitorial service (weekday nights), automatic elevator service, public stairs, water at points of supply for general use by Tenant throughout the year, electricity, heat and air conditioning as noted herein to be operated Monday through Friday 7:00 a.m. to 8:00 p.m. and 8:00 a.m. to 1:00 p.m. Saturdays, excluding legal holidays.

47.
JANITORIAL SERVICES: Tenant shall be responsible for contracting with and payment of janitorial services within their Leased Premises to a quality standard commensurate with other similar quality buildings in the area. (See Section 7.) Landlord will make available to Tenant a suitable janitorial service.

48.
WRITTEN AGREEMENT: This Lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. No surrender of the Leased Premises or of the remainder of the terms of the Lease shall be valid unless accepted by Landlord in writing. Tenant acknowledges and agrees that Tenant has not relied upon any statement, representation, prior written or prior contemporaneous oral promises, agreements or warranties except such as are expressed herein.

49.
RIGHT TO SELL CONDOMINIUM UNITS: Landlord reserves the right to cause the building and surrounding property, including the leasehold premises, to be converted to a condominium to be created by the Landlord as may be reasonably necessary regarding the creation of the condominium and agrees to execute any and all documents which may be required to create said condominium, provided that such action required by the Tenant shall be at no cost to the Tenant. This action shall not intefere with Tenants Leasehold rights.

50.
LIMITATIONS OF LANDLORD'S PERSONAL LIABILITY. Tenant specifically agrees to look solely to Landlord's interest in the Building for the recovery of any judgment from Landlord, it being agreed that Landlord (and any partners of Landlord and any trustees, officers, shareholders or employees of Landlord) shall never be personally liable for any such judgment. The provisions contained in the foregoing sentence are not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any other action not involving the personal liability of Landlord's to respond in monetary damages from assets other than Landlord's interest in the Building of any suit or action in connection with enforcement or collection of amounts which may become owing or payable under or on account of insurance maintained by Landlord.


18


51.
SMOKING. This is a non-smoking building. Tenant and its employees shall smoke outside the building. Under no circumstances shall Tenant allow its employees to smoke in the suite, hallways, stairwells, entry way, or elevators of the Building. Tenant and its employees shall not leave remnants or partially smoked items on the grounds except in receptacles specifically designed for the purpose.

52.
BROKERAGE. All parties agree that there are no brokers involved in this transaction.

53.
Authority. The undersigned represent and warrant that they are duly authorized to enter this contract.




19


IN WITNESS WHEREOF, the parties hereto have signed and delivered this Lease in duplicate at Palm Beach County, Florida, on the date written below.

LANDLORD:
 
TENANT:
 
 
 
QUENTIN PARTNERS CO.
 
DYADIC INTERNATIONAL, INC.
As Agent For:
 
 
lntracoastal Pointe, Inc.
 
 
 
 
 
 
 
 
/s/ James Q. Riordan, Jr.
 
/s/ Mark Emalfarb
By: James Q. Riordan, Jr.
 
Mark Emalfarb
President
 
President & CEO


WITNESS:
 
WITNESS:
 
 
 
 
 
 
/s/ Sharon L. Wood
 
/s/ Michael I. Faby
 
 
 
Sharon L. Wood
 
Michael I. Faby
 
 
(Printed name of Witness)
 
 
 
1/5/2011
 
28 December 2010
Date
 
Date


20


EXHIBIT A
RULES AND REGULATIONS

1.
Landlord reserves the right to refuse access to any persons Landlord in good faith judges to be a threat to the safety, reputation, or property of the Office Building Project and its occupants.

2.
Tenant shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways, stairways, and doorways of the Building. These shall not be obstructed or used for any purpose other than ingress to and egress from the units. No furniture, equipment, or other personal articles shall be placed in the entrances, stairways or other common elements.

3.
No exterior of any premises or the windows or doors thereof or any other portions of the common elements shall be painted or decorated in any manner by any Tenant. No sign, notice, lettering, or advertising shall be inscribed or exposed on or at any window, door, or at any other part of the Building; nor shall anything be projected out of any window of the building. Tenant shall not be allowed to put their names on any entry to the building or entrance to any unit, except In the proper place provided by the Landlord for such purpose. No protective window film, shades, awnings, window guards, ventilators, fans or air-conditioning devices shall be used in or about the Building or common elements except such as shall have been approved in writing by Landlord.

4.
No Tenant shall make or permit any noise or objectionable odor that will disturb or annoy the occupants of any of the premises in the Building or do or perm it anything to be done therein which will interfere with the rights, comfort, or convenience of other Tenants.

5.
Each Tenant shall keep his unit in a good state of preservation and cleanliness and shall not sweep or throw or permit to be swept or thrown therefrom, or from the doors or windows thereof, any dirt or other substances. All garbage and refuse from the Building shall be deposited with care In receptacles intended for such purpose only at such times and in such manner as Landlord may direct. Disposal for all garbage that is not in the course of normal day to day operations -- i.e. shipping boxes for computers printers, filing cabinets, and other large Items -- must be handled by tenant at tenant's cost.

6.
Water closets and other water apparatus in the Building shall not be used for any purpose other than those for which they were constructed nor shall any sweepings, rubbish, rags, paper, ashes, or any other article be thrown into the same. Any damage resulting from misuse of any water closet or other apparatus shall be paid for by the Tenant causing such damage.

7.
The agents of the Landlord and any contractor or workman authorized by the Landlord may enter any unit at any reasonable hour of the day for any purpose permitted under the terms of the Lease or Building Rules. No Tenant shall engage any employee of the Landlord for any private business of the Tenant without prior consent of the Landlord. Tenant shall not employ any service or contractor for services or work to be performed in the Building, except as approved by Landlord.

8.
No bird or animal shall be kept or harbored In the Building unless the same in each instance be expressly permitted in writing by the Landlord. In no event shall dogs be permitted in any of the public portions of the buildings or development unless carried or on a leash. The Tenant shall Indemnify the Landlord and hold It harmless against any loss or liability of any kind or character whatsoever arising from or as a result of having any animal in the building.

9.
No radio or television aerial shall be attached to or hung from the exterior of the building without written approval by the Landlord.

10.
The Landlord shall retain a passkey to each unit. No Tenant shall alter any lock on any door leading into his unit without prior consent of the Landlord. Tenant shall not alter any lock or Install new or additional locks or bolts to the common areas of the property.

11.
No Tenant, or any employee or any client, visitor, or guest of a Tenant shall be allowed on the roof of the building without the express permission of the Landlord.




12.
All damage to the building or common elements caused by the moving or carrying of any article therein shall be paid by the Tenant responsible for the presence of such article.

13.
No Tenant shall interfere In any manner with any portion of the electrical system and lighting apparatus which are part of the common elements and not part of the Tenant's.

14.
No Tenant shall use or permit to be brought into the building any flammable oils or fluids such as gasoline, kerosene, naptha, benzine or other explosives or any hazardous materials or articles deemed hazardous to life, limb or property.

15.
The Tenant must keep the Interiors of the leased premises clean and free from obstructions. The Landlord assumes no liability for loss or damage to articles stored or placed In the building.

16.
Tenant shall be held responsible for the actions of Its employees, visitors, clients, or guests. Any damage to the building or equipment caused by Tenant, its employees, guests, visitors, or clients shall be repaired at the expense of the Tenant.

17.
Complaints regarding the management of the building and grounds or regarding the actions of other Tenants shall be made in writing to the Landlord.

18.
Parking of motor vehicles, including motorcycles, mopeds, trailers, or bicycles by Tenant, its employees, guests, clients, or visitors shall be only in the space designated as parking; no unattended vehicle shall at any time by left in such a manner as to impede the passage of traffic or to Impair proper access to parking areas. No repair, cleaning, or maintenance of motor vehicles, Including motorcycles, mopeds, trailers, or bicycles shall occur on the property, with exception of emergency repair to have vehicle removed to a qualified repair facility. No storage of motor vehicles, including motorcycles, mopeds, trailers, bicycles or any objects shall be permitted on the driveway and parking areas and the same shall at all times be kept free of unreasonable accumulation of debris or rubbish of any kind.

19.
Supplies, goods, and packages of every kind are to be delivered in such a manner as the Landlord or Its agents may prescribe and the Landlord Is not responsible for the loss or damage of any such property.

20.
No unit shall be used or occupied in such manner as to obstruct or interfere with the enjoyment of other occupants, or other residents of adjoining units, nor shall any nuisance or immoral or illegal activity be committed or permitted to occur In or about any unit or upon any part of the common element of the property.

21.
The common elements are intended for use for the purpose of affording vehicular and pedestrian movement within the property and of providing access to the units. No part of the common elements shall be obstructed so as to Interfere with Its use for the purposes herein above recited nor shall any part of the common elements be used for general storage purposes, nor anything done thereon in any manner which shall increase the rate of hazard and liability insurance covering said area and Improvements situated thereon.

22.
Tenant shall be responsible for the inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind are to be inserted therein.

23.
Tenant shall not deface the walls, partitions or other surfaces of the premises or Office Building Project.

24.
Furniture, significant freight and equipment shall be moved Into or out of the building only with the Landlord's knowledge and consent, and subject to such reasonable limitations, techniques and timing, as may be designated by Landlord. Tenant shall be responsible for any damage to the Office Building Project arising from any such activity. Tenant may be asked to provide a deposit against possible damage resulting from movements of the aforementioned.

25.
Landlord reserves the right to close and lock the Building on Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 P.M. and 6:00 A.M. of the following day. If Tenant uses the Premises during such periods, Tenant shall be responsible for securely locking any doors it may have opened for entry.




26.
Tenant shall return all keys at the termination of its tenancy and shall be responsible for the cost of replacing any keys that are lost.

27.
No Tenant, employee or invitee shall go up on the roof of the Building.

28.
Tenant shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by applicable governmental agencies as non-smoking areas.

29.
Tenant shall not use any method of heating or air conditioning other than as provided by Landlord.

30.
Tenant shall not install, maintain or operate any vending machines upon the Premises without Landlord's written consent.

31.
The Premises shall not be used for loading or manufacturing, cooking or food preparation.

32.
Tenant shall comply with all safety, fire protection and evacuation regulations established by Landlord or any applicable governmental agency.

33.
Tenant assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.

34.
Landlord reserves the right to waive any one of these rules or regulations, and/or as to any particular Tenant, and any such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to such Tenant.

35.
Landlord reserves the right to make such other reasonable rules and regulations as it may from time to time deem necessary for the appropriate operation and safety of the Building Project and its occupants. Tenant agrees to abide by these rules and regulations. These Building Rules may be added to or repealed at anytime by the Landlord.




INTRACOASTAL POINTE OFFICE BUILDING
AMENDMENT TO OFFICE LEASE

This Amendment to Office Lease Agreement made and entered into this 8th day of June, 2018 by and between Quentin Partners Co. as Agent for lntracoastal Pointe, Inc. (both Florida corporations), as "Landlord;" and Dyadic International, Inc., as "Tenant."

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that Office Lease dated December 30, 2010, and the subsequent Amendments; relative to the Leased Premises set forth therein. Premises currently consist of Suite 404 and 405 (4,872 ± s.f.); and

WHEREAS, Landlord and Tenant now desire to extend the term of the lease by twelve months.

TERM: Term will begin on July 1, 2018 and end on June 30, 2019 (unless otherwise terminated
as provided in the Lease).

TOTAL RENT:
7/01/18-6/30/19: $12.50 per square foot; $60,900.00 I year; $5,075.00 I month*
*All rates plus CAM (which shall never be less than $9.30 psf) plus sales tax (currently at 6.8%).

PREMISES: Landlord will deliver premises in an "as is" condition.

Except as set forth herein, all other terms, conditions, provisions and requirements of the Lease remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year first above written.

LANDLORD:
 
TENANT:
QUENTIN PARTNERS CO.
 
DYADIC INTERNATIONAL, INC.
As Agent For: lntracoastal Pointe, Inc.
 
 
 
 
 
/s/ James Q. Riordan, Jr.
 
/s/ Mark Emalfarb
 By: James Q. Riordan, Jr., President
 
Mark Emalfarb, CEO
 
 
 
 
 
 
WITNESS:
 
WITNESS:
 
 
 
/s/ Sharon Wood
 
/s/ Heidi Zosiak
Sharon Wood
 
Heidi Zosiak


Exhibit 10.12
EXECUTION VERSION

[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.

PHARMA LICENSE AGREEMENT

This PHARMA LICENSE AGREEMENT (the “Agreement”) is made as of December 31, 2015, and effective as of the Effective Date (as that term is defined below) by and between Danisco US, Inc., a Delaware corporation having a place of business at Building 356, DuPont Experimental Station, Wilmington, Delaware (“Danisco”) and Dyadic International, Inc., a Delaware corporation having its principal office at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida (“Dyadic”). Danisco and Dyadic are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.” As used in this Agreement, capitalized terms shall have the meanings indicated in Article 1 of this Agreement or as specified elsewhere in the Agreement. Other capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Asset Purchase Agreement.

WHEREAS, pursuant to and in accordance with the terms of the Asset Purchase Agreement, Danisco will acquire all patents, know-how and assets relating to the generation and use of Dyadic’s proprietary Myceliopthora thermophila (formerly classified as Chrysosporium lucknowense , “C1”) technology for the expression of genes and secretion of certain corresponding substances and, in connection therewith, Danisco will acquire ownership of all C1 Strains, as well as the Dyadic Know-How, and Dyadic Materials, including, without limitation, certain Genetic Tools;

WHEREAS, Dyadic desires to obtain, and Danisco is willing to grant to Dyadic access and a co- exclusive license, with the right to enforce, with respect to certain patent rights, materials and related know-how, as more specifically provided for hereinafter, in order to permit Dyadic and its Sublicensees to use the C1 Strains, or the Danisco Improved Strains, as well as certain related Know-How and Dyadic Materials, to offer services and to make, use, sell, offer to sell, have made, import and export compositions of matter, but in each case, solely in the Pharmaceutical Field and on the terms and conditions herein;

WHEREAS, Danisco is willing to provide certain Services, when and if agreed, related to the use of the C1 Strains as a Pharmaceutical Platform, all on the terms and conditions herein, and

WHEREAS, in the event Danisco, Dyadic or its Sublicensees use, as applicable, the C1 Strains or the Danisco Improved Strains to make, have made, use, sell, offer to sell, import or export, Pharmaceutical Products or provide services in the Pharmaceutical Field, the Parties have agreed that certain royalties may be payable based on such sales, in all events in accordance with the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements provided herein below and other consideration, the receipt and sufficiency of which is hereby acknowledged, Danisco and Dyadic hereby agree as follows:

1


ARTICLE 1 DEFINITIONS

“Affiliate” means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such first Person, as the case may be. For purposes of this definition of “Affiliate”, the term “control” means (a) direct or indirect ownership of fifty percent (50%) or more of the voting interest in the entity in question, or fifty percent (50%) or more interest in the income of the entity in question; provided, however, that if local Law requires a minimum percentage of local ownership of greater than fifty percent (50%), control will be established by direct or indirect beneficial ownership of such greater percentage, or (b) possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in question (whether through ownership of securities or other ownership interests, by contract or otherwise).

“Asset Purchase Agreement” means the Asset Purchase and Sale Agreement dated November 9, 2015 between Danisco, Dyadic and Dyadic International (USA), Inc., a Florida corporation, pursuant to which Danisco will acquire certain assets related to C1 Strains, on the terms and subject to the conditions set forth therein.

“C1 Genomic Information” means the genome sequence of C1 Strains and any associated annotations, software, software tools related thereto, all as more fully described in Exhibit A .

“C1 Strain(s)” means, individually and collectively, the Myceliophthora thermophila strains acquired by Danisco from Dyadic or its Affiliates pursuant to the Asset Purchase Agreement.

“Confidential Information” means any information of a confidential and proprietary nature, whether oral, written, visual, electromagnetic, or in any other form, which is disclosed by a Party or Licensed Party and which is designated as being confidential in writing within three (3) Business Days of the date of disclosure. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its Representatives in breach of this Agreement, (ii) is or becomes available to the receiving Party or its Representatives from a source other than the disclosing Party or its Representatives, which such source is not known by the receiving Party to be subject to a contractual obligation to the Disclosing Party prohibiting such disclosure, or (iii) is independently developed by the receiving Party or its Representatives by persons who, the receiving Party can demonstrate by clear and convincing evidence, had no access to, and developed such information without reference to the Confidential Information of the disclosing Party.

“Control” or “Controlled” means ownership or possession of the ability to assign, grant access, license or sublicense, with the right, inter alia , to use, as provided for, in any case without violating the applicable terms of any agreement or other arrangement with any Third Party.


2


“Danisco Background Technology” means Know-How and Genetic Tools known to Danisco and its Affiliates prior to the Effective Date.

“Danisco Background Tool” means any Genetic Tool that consists essentially of either (a) a Genetic Tool owned or controlled by Danisco or any Affiliate of Danisco prior to the Effective
Date or that is developed or obtained by Danisco or any Affiliate of Danisco not pursuant to the Services, or (b) such a Genetic Tool that is modified as part of the provision of the Services solely in order to enable use of such Genetic Tool in a C1 Strain or a Danisco Improved Strain. For the avoidance of doubt, the foregoing does not include, and expressly, excludes the Genetic Tools acquired pursuant to the Asset Purchase Agreement and any Services Generated Genetic Tools.

“Danisco Confidential Information” means (i) Confidential Information, created after the Effective Date, relating to any C1 Strain, C1 Genomic Information, Dyadic Material, Danisco Improved Strain, Genetic Tool, Dyadic Know-How, or Danisco Know-How licensed by Danisco under this Agreement, and (ii) Confidential Information of Danisco learned by Dyadic as a result of Danisco’s performance of the Services or the transfer of technology pursuant to Article 3.

“Danisco Know-How” means Know-How regarding C1 Strains or Danisco Improved Strains (i) which is actually used and/or developed by the Designated Employees in the course of providing Services to grow any C1 Strain or Danisco Improved Strain to express any Pharmaceutical Product, (ii) which Danisco is free to disclose without breaching any bona fide obligations of confidentiality to any Third Party, and (iii) which is useful with respect to the use of the C1 Strains or Danisco Improved Strains in the Pharmaceutical Field. Notwithstanding anything herein to the contrary, Know-How not actually used in the course of providing Services and included in the definition of Danisco Background Technology is not included in Danisco Know- How unless necessary to grow any C1 Strain or Danisco Improved Strain transferred to Dyadic to express any Pharmaceutical Product. Know-How developed under the Services provided for in Exhibit B which has no known utility in the Pharmaceutical Field shall not be deemed to be Danisco Know-How.

“Danisco Improved Strain” means a C1 Strain modified to express or secrete a Pharmaceutical Product where the performance or characteristics of such C1 Strain, including, without limitation, with respect to any composition of matter produced or expressed therein, has been materially altered as a result of work done by or on behalf of Danisco pursuant to Exhibit B and where such C1 Strain, as materially altered, would, to one reasonably skilled in the art, be useful in the Pharmaceutical Field.

“Danisco Patents” means those Patents, other than the Dyadic Patents, Controlled by Danisco after the Effective Date reasonably necessary for the use of any C1 Strain or modified C1 Strain in the Pharmaceutical Field, including, but not limited to, use thereof as a Pharmaceutical Platform but excluding any claim of such a Patent that exclusively covers, as a composition of matter or method of manufacture, (a) the specific structure, other than as a generic claim, of a Pharmaceutical Product, or (b) an industrial enzyme; provided , however , that the foregoing shall not be interpreted in a manner which limits or

3


otherwise interferes with Dyadic or its Sublicensees’ right hereunder with respect to any Pharmaceutical Product that has a different structure, including, without limitation, a distinct amino acid or chemical structure.

“Dyadic Confidential Information” means (i) the identity, characteristics, uses, including any indication, and/or genetic sequence of any Pharmaceutical Product owned, Controlled or being worked on by Dyadic or its Sublicensee, including with respect to which Services will be provided under Exhibit B (ii) Dyadic’s selection criteria or assay for identifying Pharmaceutical
Products that can be expressed by C1 Strains, (iii) Confidential Information which Danisco, through its Relationship Manager, agrees in writing to receive after Dyadic discloses in writing and in general the contents of such Confidential Information, provided , however , the Relationship Manager shall not refuse to except such information as Confidential Information, if such information is reasonably necessary for Danisco to perform the Services provided in Exhibit B and (iv) all Confidential Information disclosed by Dyadic pursuant to Section 2.1(b). Notwithstanding the foregoing, in the event that the identity of a Pharmaceutical Product and/or the identity of any pharmaceutical companies interested in such Pharmaceutical Product becomes publicly available, then the identity, characteristics, uses, including any indication, of such Pharmaceutical Product, the fact that Dyadic is interested in producing such Pharmaceutical Product, and/or the fact that Dyadic is working with any such pharmaceutical company with respect to such Pharmaceutical Product shall not be considered to be Dyadic Confidential Information.
“Dyadic Know-How” means the Transferred Know-How relating to the engineering, production, fermentation, composition and use of C1 Strains, as such information existed as of the Effective Date.
“Dyadic Material(s)” means the materials set forth on Exhibit A .
“Dyadic Patents” means the Transferred Patents related to the composition and use of C1 Strains.
“Dosage Forms” means the final dosage form in which a Pharmaceutical Product will be administered to a human or animal.
“Effective Date” means the Closing Date of the Asset Purchase Agreement.
“Genetic Tools” means any composition of matter and genetic elements useful for using, manipulating, engineering, transforming, transfecting, modifying or altering a C1 Strain that was transferred to Danisco pursuant to the Asset Purchase Agreement. Without limiting or expanding the foregoing, Genetic Tools shall include those identified on Exhibit A .
“Improvement” means (a) with respect to each licensee of Dyadic or its Affiliates under a Transferred Agreement, the definition given to that term in the applicable Transferred Agreement, and (b) any modification to a C1 Strain, Genetic Tool, Dyadic Know-How, or

4


Dyadic Material which improves the ability or characteristics of a C1 Strain with respect to the expression or screening of products other than Pharmaceutical Products.
“Industrial C1 Strain” means any C1 Strain which, to one ordinarily skilled in the art, is primarily useful outside the Pharmaceutical Field and has no significant utility inside the Pharmaceutical Field.
“Industrial C1 Patents” means Patents exclusively covering the practice or use of the Industrial C1 Strains.
“Know-How” means, to the extent necessary or reasonably useful to the use of a C1 Strain or Danisco Improved Strain, any and all technical information, regulatory information, processes,
procedures, methods, formulae, protocols, and techniques relating thereto, including, without limitation, the information and fermentation protocols listed on Exhibit A . Expressly included in Know-How is any such Know-How relating to C1 Genomic Information or Genetic Tools.

“Law” means, individually and collectively, any and all laws, ordinances, orders, rules, rulings, directives and regulations of any kind whatsoever of any governmental, court or regulatory authority within the applicable jurisdiction, including the Patent laws of any relevant jurisdiction.

“Licensed Parties” means (a) Dyadic and (b) direct and indirect Sublicensees of Dyadic.

“Net Sales” means all revenues received in connection with the sale of a Pharmaceutical Product or a Dosage Form which was produced, with respect to sales by Danisco, using a C1 Strain or an improved C1 Strain, or, with respect to sales by a Licensed Party, using any C1 Strain or improved C1 Strain where such production is covered by a Danisco Patent minus (i) import, export, excise and sales taxes, and custom duties; (ii) costs of insurance, packing, and transportation customarily charged in the industry; and (iii) rebates, credits and allowances provided with respect to such sales.

“Patents” means (a) United States, Patent Cooperation Treaty, and non-US national patents, re- examinations, reissues, renewals, extensions and term restorations, utility models and registrations, design patents, inventors’ certificates and counterparts thereof; and (b) pending applications for United States and foreign patents, including, without limitation, provisional applications, continuations, continued prosecution, divisional and substitute applications, and counterparts thereof.

“Person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

“Pharmaceutical Field” means the development and use of a C1 Strain as a Pharmaceutical Platform for the research, discovery, development, manufacture or commercialization of any Pharmaceutical Product.


5


“Pharmaceutical Improvement” means any modification to a C1 Strain, Genetic Tool, Dyadic Know-How, or Dyadic Material which improves the ability or characteristics of a C1 Strain with respect to the expression or screening of Pharmaceutical Products.

“Pharmaceutical Patent” means the claim of any Patent covering a composition of matter consisting of a specific Pharmaceutical Product identified by biologic activity relevant to the Pharmaceutical Field, chemical structure or amino acid sequence or the expression of such amino acid sequence for such specific Pharmaceutical Product in a C1 Strain. For the avoidance of doubt, a Pharmaceutical Patent does not include a Patent which claims the production of a class of Pharmaceutical Products (e.g., vaccines or antibodies) in a C1 Strain or Danisco Improved Strain or using any Know-How, including Dyadic Know-How, Dyadic Materials, or Danisco Know-How, specifically relating thereto.

“Pharmaceutical Platform” means a C1 Strain useful for the discovery, development, expression, modification, improvement, manufacture or commercialization of a composition of matter comprising a Pharmaceutical Product.

“Pharmaceutical Product” means (i) an active pharmaceutical ingredient or active moiety intended for the treatment, diagnosis or prophylaxis of any disease or medical condition in a human or any other animal, (ii) an intermediate which is subsequently processed into an active pharmaceutical ingredient, or (iii) a processing aid used in the production of an active pharmaceutical ingredient. Notwithstanding the foregoing, a Pharmaceutical Product does not mean any enzyme, protein, reactant or biosynthetic product sold as an industrial enzyme and used industrially in grain sugar or fiber processing, animal nutrition, food applications, personal care, fabric and home care, or biofuels and any other application for which industrial enzymes have been traditionally used. With respect to the foregoing sentence, it is understood that a composition of matter that also may have functionality with respect to the excluded categories set forth therein shall not be deemed to be excluded from the definition of a Pharmaceutical Product when intended for the treatment, diagnosis or prophylaxis of any disease or medical condition in a human or any other animal.

“Sanofi Agreement" means an agreement titled "Proof of Concept, Exclusive License Option & Technology Transfer Agreement" entered into between Sanofi Pasteur S.A., EnGen BIO, Inc., and Dyadic Nederland B.V., dated March 30, 2011, as amended.

“Services” means the activities set forth in Exhibit B , as such Exhibit B may be amended or supplemented, the operative and other provisions of which are incorporated herein as if set forth in full.

“Services Generated Tools” means Genetic Tools generated in the course of the provision of the Services. For the avoidance of doubt expressly excluded from the definition of Services Generated Tools is any Danisco Background Tool.

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“Sublicensee” means any Person doing business in the Pharmaceutical Field (other than Sanofi Pasteur S.A. and its Affiliates and then solely to the extent relating to a sublicense granted pursuant to Section 2.1(a)(v) hereof) which is a direct or indirect sublicensee of Dyadic in accordance with the terms of this Agreement or to which any C1 Strain, Dyadic Know-How, Dyadic Materials, Danisco Improved Strain, Danisco Know-How, Genetic Tool, or any Dyadic Patent or Danisco Patent is sub-licensed by Dyadic under a written Sublicense Agreement granted in all events in compliance with the requirements of Section 2.1(b) of this Agreement.
“Sublicense Agreement” means an agreement between Dyadic and a Sublicensee that meets the requirements set forth in Section 2.1(b).
“Third Party” means any Person other than Danisco, Dyadic, any Affiliate of either Danisco or Dyadic, or any Sublicensee.
“Transferred Contract Party” means a party to a Transferred Contract other than Dyadic, Dyadic International (USA), Inc., a Florida corporation, or Dyadic Netherland BV. For the purposes of this Agreement, each reference to a Transferred Contract shall be a reference to the Transferred
Contract as it exists as of the Effective Date, it being understood that Danisco may enter into amendments to or extend the term of any Transferred Contract where (i) such amendment or term extension is unrelated to the Pharmaceutical Field; (ii) does not extend any additional rights to the counterparty to the Transferred Contract in the Pharmaceutical Field and (iii) such amendment does not alter, waive, amend or diminish the rights of Licensed Parties with respect to the Pharmaceutical Field.

ARTICLE 2 LICENSE AND TECHNOLOGY TRANSFER

2.1 Grants to and Covenants by Dyadic and Dyadic Sublicensees and Sublicensing

(a)
License Grants

(i)
Subject to the terms and conditions of this Agreement, Danisco on behalf of itself and its Affiliates hereby grants to Dyadic:

(A) a co-exclusive (as between Danisco and Dyadic, but subject to the rights of any Third Party under any Transferred Contract), a non- transferable (except as provided in Section 10.3), worldwide, royalty free, perpetual (subject to Section 9.2) license, with the right to enforce (subject to Section 4.2), and grant sublicenses pursuant to and in accordance with this Section 2.1(a) and Section 2.1(b), to use the C1 Strains, the Dyadic Materials, and the Danisco Improved Strains, and practice under the Dyadic Patents,

(B) a non-exclusive, non-transferable (except as provided in Section 10.3), worldwide, royalty free, perpetual (subject to Section 9.2)

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license, with the right to grant sublicenses pursuant to and in accordance with this Section 2.1(a)(i) and Section 2.1(b), to use the Genetic Tools (excluding Danisco Background Technology and Danisco Background Tools), the Services Generated Tools, the Dyadic Know-How and Danisco Know-How,

in the case of (A) and (B) solely to: (1) make, have made (subject to Section 2.1(b)), use, sell, offer to sell, export and import Pharmaceutical Products and (2) provide services using the C1 Strains and any improved C1 Strain, including Danisco Improved Strains but excluding any Danisco Background Technology or Danisco Background Tool embodied therein, as a Pharmaceutical Platform, in both cases, solely for use in the Pharmaceutical Field. Such right to grant sublicenses does not include the further right of any Sublicensee to further sublicense the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Danisco Know-How, the Dyadic Materials, the Genetic Tools, the Services Generated Tools, and the Dyadic Patents for any purpose except to the extent necessary to have Third Parties conduct contract research on behalf of a Licensed Party regarding use of C1 Strains, Dyadic Materials or the Dyadic Know-How or modifications thereto as a Pharmaceutical Platform or for a Sublicensee to exercise its “have made”
rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Product on behalf of such Sublicensee.

(ii) Subject to the terms and conditions of this Agreement, Danisco on behalf of itself and its Affiliates hereby grants to Dyadic a non-exclusive, non-transferable (except as provided in Section 10.3), worldwide, royalty free, perpetual (subject to Section 9.2) license with the right to grant sublicenses pursuant to and in accordance with this Section 2.1(a)(i) and Section 2.1(b), to use the Danisco Background Technology and the Danisco Background Tools solely to express the specific polypeptide expressed by the Danisco Improved Strain as to which the Services were provided using such Danisco Background Technology or such Danisco Background Tool. Such right to grant sublicenses does not include the further right of any Sublicensee to further sublicense the Danisco Background Technology and the Danisco Background Tools except to permit the expression of the specific polypeptide expressed by the Danisco Improved Strain as to which the Services were provided with respect to such Danisco Background Tool or Danisco Background Technology.

(iii) Subject to the terms and conditions of this Agreement, Danisco on behalf of itself and its Affiliates hereby grants to Dyadic a co-exclusive (as between Danisco and Dyadic, but subject to the rights of any Third Party under any Transferred Contract), non-transferable (except as provided in Section 10.3), worldwide, royalty bearing, perpetual (subject to Section 9.2) right and license,

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with the right to grant sublicenses and to enforce (subject to Section 4.2), pursuant to and in accordance with this Section 2.1(a)(ii) and Section 2.1(b), to practice under the Danisco Patents to (A) make, have made (subject to Section 2.1(b)), use, sell, offer to sell, export and import Pharmaceutical Products and (B) provide services using the C1 Strains or a Danisco Improved Strain as a Pharmaceutical Platform, in both cases, solely for use in the Pharmaceutical Field. Such right to grant sublicenses does not include the further right of any Sublicensee to further sublicense the Danisco Patents for any purpose except to the extent necessary to have Third Parties conduct contract research using the C1 Strains or for a Sublicensee to exercise its “have made” rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Product on behalf of such Sublicensee.

(iv)With respect to the grant provided for in Section 2.1(a)(iii), such grant shall be royalty bearing in accordance with the following table:

[*]

Such royalty shall be payable to Danisco within thirty (30) Business Days from the end of each calendar quarter by Dyadic or its Sublicensee and a report regarding Net Sales shall be provided to Danisco. Dyadic and its Sublicensees, no more than once every twelve (12) months, shall permit an audit of their books and records by a national accounting firm designated by Danisco. Such accounting firm shall confirm the accuracy of any royalty calculation and shall not disclose to Danisco any other information of Dyadic or its Sublicensees other than the correct calculation of Net Sales and the amount of the royalty payable to Danisco. In the event that such audit reveals an underpayment of any royalty of more than one percent (1%), the Licensed Party which is obligated to pay such royalty shall reimburse Danisco for the cost of such audit.
Notwithstanding the foregoing, in the event that Danisco owes a royalty or other payment to a Third Party as a result of the use by a Licensed Party of the rights licensed under Section 2.1, the Licensed Party, exercising its sole judgment, shall either forego the right to proceed under such licensed right or, in addition to the royalties provided for above, reimburse Danisco for all payments due to any such Third Party arising from such use upon delivery of an invoice therefor. With respect to any rights provided for in this paragraph, the Licensed Parties shall abide by any conditions for such use applicable to Danisco activities in the Pharmaceutical Field and negotiated in good faith. During the period in which Services are provided, if either Party identifies potential opportunities for in-licensing technology suitable for use in improving C1 Strains as Pharmaceutical Platform, then such Party may provide notice to the patent committee referenced below for consideration. Subject to obligations of confidentiality, prior to using any technology which would result in application of the first sentence of this paragraph, notice will be provided to Dyadic. Within a reasonable time after such notice, but in any event within sixty (60) days after receipt of such notice, Dyadic shall be free to provide alternatives or

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comment on such technology and Danisco shall consider such advice; provided however Danisco may proceed or not in its sole discretion exercised in objective good faith.

Except with respect to rights foregone by a Licensed Party pursuant to the preceding paragraph, Danisco and its Affiliates shall not assert, subject to the payment of any royalty provided for herein, as applicable, any Dyadic Patent or Danisco Patent or make a claim of misappropriation or breach of confidentiality, with respect to any Danisco Background Technology (but only to the extent rights are granted to such Danisco Background Technology as set forth in the next sentence), Danisco Know-How, Dyadic Know-How, Dyadic Materials or Genetic Tools against any Licensed Party which, in accordance with the limitations provided for herein, is using a C1 Strain, Dyadic Know-How, Dyadic Materials, Danisco Improved Strain, Danisco Know-How, or Genetic Tool in providing services using C1 Strains as a Pharmaceutical Platform or to produce Pharmaceutical Products, in each case, in compliance with its obligations to Danisco under this Agreement and any Sublicense Agreement. For the purposes of the foregoing, the right granted with respect to any Danisco Background Technology only extends so far as is reasonably necessary for a Licensed Party to actually grow any C1 Strain, C1 Improved Strain or any progeny thereof actually provided by Danisco pursuant to the provision of Services under this Agreement, or express or purify any Pharmaceutical Product which is the subject of a Service, or if such Danisco Background Technology is publically available.

(v) Danisco, on behalf of itself and its Affiliates, hereby grants to Dyadic an exclusive, but subject to the rights of any Third Party under any Transferred Contract, non-transferable, worldwide, royalty free, license, with the right to enforce (subject to Section 4.2), and grant a sublicense solely to Sanofi Pasteur S.A. or its Affiliates in accordance with the terms of the Sanofi Agreement, to use the C1 Strains, the Dyadic Materials, and practice under the Dyadic Patents solely to make, have made, use, sell, offer for sale, or import Products (as that term is defined in Exhibit B to the Sanofi Agreement) for use solely in [*] vaccines. Dyadic shall promptly notify Danisco in the event that (A) Sanofi Pasteur S.A. (or its affiliate, assignee or successor) exercises the License Option (as defined in the Sanofi Agreement), (B) the Option Period (as defined in the Sanofi Agreement) expires, (C) the Sanofi Agreement terminates or expires prior to the exercise of the License Option and/or (D) the license agreement contemplated by the Sanofi Agreement or any sublicense agreement executed among the parties in connection therewith and pursuant to this Section 2.1(a)(iv) terminates or expires. In the event that the Option Period expires prior to the exercise of the License Option, the Sanofi Agreement terminates or expires prior to the exercise of the License Option or the license agreement contemplated by the Sanofi Agreement or any sublicense agreement executed among the parties in connection therewith and pursuant to this Section 2.1(a)(v) terminates or expires, the license set forth in this Section 2.1(a)(v) shall automatically terminate and this Section 2.1(a)(v) shall be of no further force or effect.

(b)    Sublicenses. The license granted pursuant to Section 2.1(a)(i) and (ii) includes the right to grant sublicenses within the scope of such license solely as set forth in this Section 2.1(b) pursuant to a written agreement (each a “Sublicense Agreement”) which will contain provisions consistent with the following:

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(i)
Each Sublicense Agreement shall include this Agreement as an attachment after redaction of Sections 3.2, 3.3 and 3.4.

(ii)
Each Sublicense Agreement shall include a provision which reads as follows:

“Sublicensee acknowledges that it has read the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International Inc. and agrees to be bound by the provisions of such License Agreement as if it were a party to such License Agreement. For the avoidance of doubt, this includes the provisions of Section 10.7 regarding resolution of disputes.”

(iii)
Each Sublicense Agreement shall include a provision which reads as follows:

“Sublicensee agrees that Danisco US Inc. or any authorized assignee of Danisco US Inc. is an intended third party beneficiary to any Sublicense Agreement and shall be entitled to enforce the terms of this Agreement directly against Sublicensee.”

(iv)
Each Sublicense Agreement shall include a provision which reads as follows:

“This Sublicense Agreement shall not be further sublicensed except that, as applicable, the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents may be further sublicensed to the extent necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for a Licensed Party, for a Sublicensee to exercise its ‘have made’ rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Product on behalf of such Sublicensee under terms no less restrictive than the terms set forth in Section 2.2 of the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International Inc. ”

During January of each year during the Term of this Agreement, Dyadic shall notify Danisco in writing of the identity and address of each active Sublicensee, and when publicly available, shall promptly report to a designated risk manager at Danisco or an Affiliate of Danisco, who shall not share the information except as needed to assess and manage risk, the identity and proposed indication of the Pharmaceutical Product that is the subject of the Sublicense. All such disclosures shall be deemed to be Dyadic Confidential Information.

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2.2 Covenants by Licensed Parties

(a)    Licensed Parties shall not (i) use any C1 Strain, improved C1 Strain, Dyadic Know-How, Dyadic Materials, Danisco Know-How, Danisco Improved Strain, Genetic Tools, or practice under the Dyadic Patents or Danisco Patents outside of the Pharmaceutical Field and shall exercise the rights licensed hereunder in compliance with applicable law, or (ii) transfer, license or grant access to any C1 Strain, improved C1 Strain, Dyadic Know-How, Dyadic Materials, Genetic Tools, Danisco Know-How, Danisco Improved Strain, Dyadic Patents or Danisco Patents or derivatives thereof to any Third Party other than in accordance with this Agreement. Any uncured breach of this covenant by a Sublicensee or Dyadic, when finally adjudicated in accordance with Article 10, shall be a material breach of, as applicable, this Agreement or the Sublicense Agreement. Dyadic agrees to notify Danisco in writing within fifteen (15) Business Days if Dyadic has a reasonable basis to believe that any Sublicensee has breached this covenant. In addition to the right of Danisco to proceed separately against any such Sublicensee, Dyadic shall take all commercially reasonable measures to prevent any such Sublicensee from continuing such breach, provided , however , that Danisco shall be given the right to elect which entity takes the initial enforcement step within ten (10) Business Days of the report of a potential breach. Subject to the foregoing sentence and Danisco’s right pursuant to Section 9.2(a) hereof, the Parties will work in good faith to allocate the responsibility for resolving such allegations of unlicensed use cooperatively, it being understood that Danisco shall have the final say.

(b)    In the event that Danisco has a reasonable basis to believe that any Licensed Party or Sanofi is using or has used C1 Strain, Dyadic Know-How, Dyadic Materials, Genetic Tools, Danisco Know-How, Danisco Improved Strain or derivatives thereof or practiced under the Dyadic Patents or Danisco Patents in a manner that is inconsistent with the terms of this Agreement, Danisco shall, within fifteen (15) Business Days of its first having such a reasonable basis, provide written notice to Dyadic describing such use and providing reasonable detail as to the basis for the allegation that such use is not permitted by this Agreement. As soon as practicable, but in no event later than fifteen (15) Business Days after Dyadic’s receipt of such written notice, the Parties shall confer, either in person or by telephone, to discuss and attempt to resolve Danisco’s concerns. In the event that Danisco’s concerns are not resolved in such conference, Dyadic will initiate an investigation regarding Danisco’s concerns and will, subject to any confidentiality obligations it may have, provide to Danisco a summary of its findings. The Parties will work in good faith to allocate the responsibility for resolving such allegations of unlicensed use cooperatively. In addition to the right of Danisco to proceed separately against any such Sublicensee, Dyadic shall take all commercially reasonable measures to prevent any such Sublicensee from continuing such breach, provided , however , that Danisco shall be given the right to elect which entity takes the initial enforcement step within ten (10) Business Days of the report of a potential breach. Subject to the foregoing sentence and Danisco’s right pursuant to Section 9.2(a) hereof, the Parties will work in good faith to allocate the responsibility for resolving such allegations of unlicensed use cooperatively, it being understood that Danisco shall have the final say.

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(c)    In all circumstances of an actual or alleged breach of the obligations provided for under this Section 2.2, Dyadic or the applicable Sublicensee shall be free to deny that the allegations are true, that the allegations are not prohibited by this Agreement, or contend that the operative provisions of the Sublicense Agreement are immaterial. In such a case, no breach will be deemed to have occurred unless and until it has been finally adjudicated under the dispute resolution procedures of Section 10.7 of this Agreement or the applicable Sublicense Agreement that there has been a material breach of the obligations provided for under this Agreement and that Danisco will suffer or has suffered more than a de minimis injury as a result thereof.

(d)    Dyadic (on behalf of itself, its predecessors, successors, and their respective successors, parent and subsidiary corporations, together with each of their assigns, and legal representatives) hereby covenants and agrees, and shall cause its Affiliates and Sublicensees and Sanofi (each a “Dyadic Party”) to covenant and agree in a written agreement not to commence, aid, prosecute or cause to be commenced or prosecuted, any legal action or other proceeding against any Transferred Contract Party or any of its Affiliates, or any of its or their successors and assigns, or any of its or their licensees, sublicensees, third-party toll manufacturers, or direct or indirect customers or distributors solely in connection with the exercise of the rights granted to such Transferred Contract Party in accordance with the applicable Transferred Contract wherein any Dyadic Party alleges infringement (direct or contributory) or inducement of infringement of any Patent owned or Controlled by such Dyadic Party claiming an Improvement as defined in Part (a) of that definition. Nothing in the foregoing shall be deemed to include a Pharmaceutical Patent not required to be included in such covenant unless adjudicated to be so included.

2.3 Ownership of Patents and Grant of Rights to Danisco

(a)    Patents based on inventions created or made by Danisco, a Third Party under Danisco’s Control, or jointly with such Third Party that (i) arise out of the Services and (ii) which would constitute a Pharmaceutical Patent, shall be solely owned by Dyadic. All other Patents which are based on inventions created or made by Danisco, a Third Party under Danisco’s Control or jointly with such Third Party as a result of the Services or inventions made by Danisco outside of the Services shall be owned solely by Danisco.

(b)    Inventions, Pharmaceutical Improvements, or Know-How made by a Licensed Party, a Third Party under a Licensed Party’s control, or jointly with such Third Party, and any resulting Patents, which relate solely to the Pharmaceutical Field, including, without limitation, any improvements to the C1 Strains, Dyadic Know-How or Dyadic Materials which relate solely to the Pharmaceutical Field shall be, as between Dyadic and Danisco, solely owned by Dyadic. Such Patents, when disclosed publically, are hereby licensed to Danisco in accordance with the other terms of this Agreement, including, without limitation, the royalty provisions of Section 3.4. Each Licensed Party, on its own behalf and on behalf of any Third Party it Controls will not attempt to make any Improvements or inventions solely outside of the Pharmaceutical Field and will not, without Danisco’s prior written consent, file for Patents or make any disclosure of any invention with applicability

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solely outside of the Pharmaceutical Field. In the event that any Industrial C1 Strain or Industrial C1 Patents or any invention, Improvement, or Know-How relating exclusively thereto is created, each Licensed Party will promptly disclose such invention, Improvement, or Know-How relating exclusively thereto to Danisco and, in accordance with the provisions of this Agreement will immediately assign, without consideration, all such Industrial C1 Strains or Industrial C1 Patents or any invention, Improvement, or Know-How relating exclusively thereto to Danisco.

(c)    Inventions, Improvements, or Know-How made by a Licensed Party, a Third Party under a Licensed Party’s Control, or jointly with such Third Party, and any resulting Patents, which have applicability both within and without the Pharmaceutical Field shall be solely owned by Danisco, provided , however , if a Licensed Party, using objective evidence, can establish that the potential use of such inventions, Improvements, or Know-How outside the Pharmaceutical Field is de minimis, it shall be owned by the Licensed Party, provided , however , that if Danisco, in good faith, objectively exercised, concludes that the dissemination of any C1 Strain or Danisco Improved Strain or Know-How that embodies such an Improvement could cause more than a de minimis injury to Danisco’s activities outside of the Pharmaceutical Field, then Danisco shall own such inventions, Improvements, or Know-How and any resulting Patents. Such Patents, inventions, Improvements, or Know-How covered by this Section 2.3(c) are hereby licensed under Section 2.1 to Dyadic or under Section 2.3(f), 2.3(g) and 2.3(h) to Danisco in accordance with the other terms of this Agreement, including, without limitation, as applicable the royalty provisions of Sections 2.1 and 3.4, it being understood that any such Patent, invention, Improvement, or Know-How made by a Licensed Party, a Third Party under a Licensed Party’s Control, or jointly with such Third Party and as to whose ownership is transferred to Danisco shall not be royalty-bearing with respect to any use under this Section 2.3 with respect to any Licensed Party. For the avoidance of doubt, inventions, and any Patent claims arising therefrom, comprising any modification of any C1 Strain, the Dyadic Know-How or the Dyadic Materials to enable or improve the production of Pharmaceutical Products, including without limitation, claims relating to compositions of matter that meet the definition of Pharmaceutical Product and that contain non-immunogenic or human-like proteins or groups, sugars and acids, are solely inside the Pharmaceutical Field. For the further avoidance of doubt, subject to rights granted to Third Parties under the Transferred Contracts, Danisco shall have no right and shall quitclaim any right or license under this Agreement under any Patent claim owned by a Sublicensee covering exclusively the use of specific production hosts other than C1 Strains to produce Pharmaceutical Products and such Patent rights shall be owned by the Sublicensee which made the invention which resulted in the Patent.

(d)    Where Dyadic physically transfers to a Sublicensee any untransformed or untransfected C1 Strain or Danisco Improved Strain, all such physical transfers shall be under a valid, written Sublicense Agreement containing provisions extending to Danisco the rights provided for in Section 2.3(b) and (c). In the event that Dyadic is unable to obtain such rights from any potential transferee, then Dyadic may not physically transfer to such Sublicensee any C1 Strain or Danisco Improved Strain other than a C1 Strain that has been transformed or transfected to express or secrete a specific Pharmaceutical Product and

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under conditions prohibiting such Sublicensee from reverse engineering such transformed or transfected C1 Strain to its untransformed or untransfected state.

(e)    All inventions, Improvements, Pharmaceutical Improvements, or Know-How developed or used in the performance of Services by Danisco, a Third Party under Danisco’s Control, or jointly with such Third Party, not otherwise covered by Sections 2.3(a), (b) or (c), shall be owned by Danisco.

(f)    With respect to any Patent where the ownership rights are assigned to a Licensed Party under this Agreement, the Licensed Party hereby grants to Danisco an exclusive, irrevocable, worldwide, royalty free license, with the right to sublicense, to make, have made, use, sell, offer for sale, import or export any product that is outside of the Pharmaceutical Field, provided , however , that such license shall not cover the production of the Pharmaceutical Products in production hosts other than C1 Strains.

(g)    With respect to any Patent where the ownership rights are assigned to a Licensed Party under this Agreement, the Licensed Party hereby grants to Danisco a non-exclusive, irrevocable, worldwide, royalty bearing license, without the right to sublicense, to make, have made, use, sell, offer for sale, import or export any product in the Pharmaceutical Field.

(h)    Subject to the restrictions set forth in Section 3.3, with respect to any Patent where the ownership rights are assigned to a Licensed Party under this Agreement, the Licensed Party hereby grants to Danisco a non-exclusive, irrevocable, worldwide, royalty free license without the right to sublicense, to research and develop any product in any field including the Pharmaceutical Field.

2.4    No Implied Licenses. Neither Danisco nor any Licensed Party (or any sublicensee of any Licensed Party) has any rights or obligations under this Agreement except as expressly stated herein. Danisco retains all rights in and to the C1 Strains, Danisco Improved Strains, Genetic Tools, Dyadic Know-How, Danisco Know-How, Danisco Background Technology, Dyadic Materials, Dyadic Patents, and Danisco Patents except for the grants of rights for the periods as expressly provided under the terms of this Agreement.

ARTICLE 3 SERVICES TO BE PROVIDED BY DANISCO AND PAYMENTS

3.1 Services
Each Party shall appoint a single individual (the “Relationship Manager”), who may be replaced on written notice to the other Party, to manage the provision of the Services and to discuss any potential deviations or changes in the deliverables or work-plans that may be agreed hereunder. The Relationship Manager shall not have the authority to modify this Agreement, including, without limitation, the Services, deliverables and work-plans provided for in Exhibit B , or to otherwise bind, as applicable, Danisco or Dyadic. Any modification to any work-plans shall be agreed to by the Parties in writing. The

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Relationship Manager will be primarily responsible for all communications regarding the Services and coordinating the activities to be performed by each Party related to the Service.
Promptly after the Effective Date, Danisco shall ask Transferred Employees, to the extent such Transferred Employees remain employed by Danisco or its Affiliates, to continue the work in the Pharmaceutical Field that they were performing prior to the Effective Date, and the Relationship Managers shall meet to review the current status of Dyadic’s work to use C1 Strains for the production of Pharmaceutical Products and Dyadic’s objectives for the Services including the identity of the Pharmaceutical Products to be produced, and realistic milestone objectives for expression of such Pharmaceutical Products in the C1 Strains listed in Exhibit A . Based on the available information and such preliminary work with the C1 Strains as Danisco may believe to be necessary to determine the feasibility of using C1 Strains for production of the Pharmaceutical Products designated by Dyadic, the Parties, using commercially reasonable efforts for a period of up to sixty (60) days from the Effective Date, shall negotiate in good faith to agree upon a work plan covering those subjects set forth in Exhibit B that sets forth in greater detail the Services and the objectives of the Parties. Upon agreement to such work plan, Danisco will designate employees of Danisco or any Affiliate of Danisco (herein the “Designated Employees”) who will be assigned to implement the work plan. Such work-plan shall be signed by the Parties and become Exhibit B to this Agreement. Nothing shall require Danisco to agree to any Services, objective or milestone that in its judgment cannot realistically be accomplished in C1 Strains, in facilities maintained by Danisco and its Affiliates or by the Designated Employees. Subject to this Section 3, if the Parties shall execute Exhibit B, for a period of three (3) years from the Effective Date or until Dyadic terminates the Services, Danisco shall use its good faith efforts to provide the Designated Employees with the necessary time and laboratory resources to enable them to perform the Services and attempt to achieve Dyadic’s objectives. Danisco may change the identity of the Designated Employees at any time and from time to time by written notice to Dyadic. Dyadic acknowledges that the Services involve research and that the results of research and the timing of such results will always be uncertain.
Dyadic agrees that it will minimize to the maximum extent possible the disclosure of Dyadic Confidential Information to Danisco and shall only provide such information to those Designated Employees who have a need to know.
Through the Relationship Manager, Danisco will inform and obtain written consent from Dyadic's relationship manager prior to the application of any Danisco Background Technology in the course of providing Services. In the event such Danisco Background Technology is applied in the course of providing Services, Dyadic or, as applicable, a Licensed Party, shall be free to use, royalty-free, with, a right of sub-license as provided for in Section 2.1(a)(i) and 2.1(a)(ii), such Danisco Background Technology and/or any Danisco Background Tools, solely as is reasonably necessary to grow the C1 Strain or Danisco Improved Strain to express the Pharmaceutical Product with which it has been transformed or transfected, in each case, to the extent such C1 Strain, Danisco Improved Strain or Pharmaceutical Product were the subject of Services provided hereunder.

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In the event that the Parties do not agree to a detailed Exhibit B within sixty (60) days of the Effective Date or at any time after such detailed Exhibit B has been in effect for six (6) months, Dyadic may terminate the obligation of Danisco to provide the Services and the obligation of Dyadic to pay for Services (other than any Services rendered prior to the effectiveness of such termination) by providing Danisco with thirty (30) days prior written notice of such termination. In such event, during such thirty (30) day period Danisco shall, pursuant to the license set forth in Section 2.1, transfer progeny of such C1 Strains, or if applicable Danisco Improved Strains, that have been developed pursuant to the Services, as well as any Dyadic Know-How, Danisco Know-How, the Genetic Tools listed in Exhibit A , and any Services Generated Tools which relate to C1 Strains in the Pharmaceutical Field, and Danisco shall submit its final invoice to Dyadic for the FTEs used in performing work in the Pharmaceutical Field for Dyadic and in transferring technology to Dyadic pursuant to the following paragraph.
During the period when Danisco is providing Services, or during the 60 day period after the Effective Date, Danisco will, upon request by Dyadic, use commercially reasonable efforts to transfer to Dyadic or, if Dyadic does not currently employ or have access to Persons with technical training, Sanofi or its Affiliates, or a Sublicensee information sufficient to enable persons of ordinary skill in the art to grow Danisco Improved Strains and express Pharmaceutical Products in such Danisco Improved Strains, and use and grow the Danisco Improved Strains and the C1 Strains and the Genetic Tools and information listed in Exhibit A , and any Services Generated Tool to express Pharmaceutical Products (hereinafter defined as “Technology Transfer Services”), provided , however , it being understood that any such use by the Licensed Parties of the information to be provided pursuant to the Technology Transfer Services shall in all events be subject to the terms of this Agreement. Nothing herein shall require Danisco to (i) transfer technology regarding how to use Danisco Background Technology or Danisco Background Tools except with respect to the use of such Danisco Background Technology or Danisco Background Tools to grow a Danisco Improved Strain and express a Pharmaceutical Product in such Danisco Improved Strain or (ii) transfer technology that has been previously transferred five times to an employee or contractor of Dyadic with technical training. During the 60 day period after the Effective Date, and during the period Services are provided, if any, and at the end of such period, Danisco shall engage in regular technology transfer activities as reasonably requested by Dyadic, and also transfer activities as relating to the Services and any deliverables to be provided pursuant to Exhibit B , provided , however , that any such use by the Licensed Parties of such transferred technology shall in all events be subject to the terms of this Agreement. Dyadic shall have a period of six (6) months after termination of the period during which Danisco is obligated to provide Services to request additional technology transfer services with respect to the technology to be transferred under this paragraph. After such six (6) month period, Danisco’s obligation to transfer under this paragraph shall be deemed to be complete.

Danisco makes no and expressly disclaims any, and Dyadic disclaims reliance on any, express or implied representation or warranty regarding the success of such efforts,

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training and education, and Dyadic acknowledges that not all Pharmaceutical Products will be able to be produced in C1 Strains.

Danisco shall keep Dyadic reasonably informed of progress with respect to data, Services, Services Generated Tools, and the Danisco Improved Strains generated under the Services other than Danisco Background Tools. Danisco shall provide Dyadic with detailed quarterly written reports regarding details and results of the Services.

During the 60 day period after the Effective Date, and during the period that Services are being provided under this Agreement, and for six (6) months after termination of Services, Danisco shall provide Dyadic reasonable access to, and use rights and Know-How related to, (i) the Transferred Books and Records pertaining how to modify, use and grow C1 Strains in the Pharmaceutical Field, including without limitation, any records evidencing lab notebooks, inventions or discoveries made by employees of Dyadic or any Affiliate of Dyadic prior to the Effective Date, (ii) all genomic and other data, regulatory filings and approvals relating to C1 Strains obtained or made by Dyadic prior to the Effective Date, and (iii) all toxicity and pathogenicity data including but not limited to the data generated as part of the submission and approval of the U.S. Food and Drug Administration Generally Regarded as Safe (“GRAS”) Notification #292, and any and all additional data generated subsequent to the GRAS #292 Notification, but prior to the Effective Date of the Pharma License. Licensed Parties acknowledge that Danisco makes no and expressly disclaims any, and Licensed Parties disclaim reliance on any express or implied representations or warranties regarding any strain produced by Danisco for Dyadic or any other Licensed Party, that Danisco makes no makes no and expressly disclaims any, and Licensed Parties disclaim reliance on any, express or implied representation or warranty regarding the safety or efficacy of any Pharmaceutical Product produced by such strain, and that Danisco makes no and expressly disclaims any, and Licensed Parties disclaim reliance on any, express or implied representation or warranty regarding the Services or that any strain or any Pharmaceutical Product or that the manufacture of such Pharmaceutical Product does not infringe the intellectual property rights of any Third Party.

After the termination of the Services or with Danisco’s prior written consent, Dyadic will be free, without liability of any kind, to solicit up to five (5) employees of Danisco who are Transferred Employees and who have been providing Services to Dyadic with respect to the Pharmaceutical Field to resign from Danisco and become employees of Dyadic. Prior to such solicitation, Dyadic will give the Relationship Manager thirty (30) days notice indicating the names of the Transferred Employees to be solicited and Dyadic will cooperate with Danisco to permit the transition of any work activities being undertaken by such employee to another employee, provided , however , that in no event shall any such employee be delayed more than sixty (60) days in accepting employment and working for a Licensed Party.
3.2 Dyadic Payments To Danisco for Services

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Dyadic shall make payments to Danisco for Full Time Equivalents (which is 1,720 hours per year or an “FTE”) used by Danisco to provide the Services. Without Dyadic’s prior written consent, Danisco will not assign more than [*] . FTEs to provide such Services. Danisco shall keep records with respect to the allocation of time spent by Designated Employees in providing Services and shall invoice Dyadic at the end of each calendar quarter for Services provided pursuant to Section 3.1 at the greater of (a) [*] annual rate per FTE multiplied by FTEs utilized during that quarter, and (b) [*] per calendar quarter. In addition, Dyadic shall reimburse Danisco for any Third Party costs reasonably incurred in providing Services. Danisco shall request Dyadic’s approval for any Third Party expenditure in excess of [*] in the aggregate during any calendar year. Dyadic shall pay such invoice within thirty (30) days from receipt.
In the event that Dyadic does not consent to reimburse Danisco for Third Party costs contemplated by Exhibit B, Danisco shall have no obligation to perform the Services associated with such Third Party expenditures.

3.3 Danisco Business Activities
Except as expressly set forth in this Section 3.3, nothing in this Agreement shall prevent Danisco or any Affiliate of Danisco from engaging in any business using any strain, Know-How or Dyadic Materials licensed or developed hereunder, from selling any Pharmaceutical Product, from providing services to any Third Party, or from using the C1 Strains, Dyadic Know-How, Dyadic Materials and Danisco Improved Strains, Genetic Tools, Danisco Know-How, Dyadic Patents, Danisco Patents or any other Know-How in any business or field, including, but not limited to, engaging in business in the Pharmaceutical Field or in the business of researching, developing, producing or selling any Pharmaceutical Product or Dosage Form. As an express limitation on the foregoing, until the sooner of [*] , Danisco will not grant sublicenses to Third Parties to use any C1 Strain (which for the purposes of all of Section 3.3 includes a Danisco Improved Strain) in the Pharmaceutical Field or provide any C1 Strain, Dyadic Know-How (only as it relates to the Pharmaceutical Field) or Dyadic Material or modified C1 Strain or modified Dyadic Materials or Know-How relating thereto (which for the purposes of this Section 3.3 shall include Danisco Know-How (only as it relates to the Pharmaceutical Field)) (“Restricted Materials”) to any Third Party, for use in the Pharmaceutical Field except that (i) Danisco may provide Restricted Materials for use in the Pharmaceutical Field to Third Parties pursuant to and in accordance with the terms and conditions of any Transferred Contract and (ii) Danisco may provide, but not sublicense, Restricted Materials to any Third Party providing contract research services, tolling services, or manufacturing services for Danisco or any Affiliate of Danisco where such use is solely in providing such services for Danisco or such Affiliate and where such Third Party is not directly or indirectly the entity that sells, markets or distributes the Dosage Form (each a “Service Provider”), and (iii) without limitation to the foregoing, Danisco may provide Know-How concerning C1 Strains, Genetic Tools, the Dyadic Know-How, the Danisco Know-How, the Dyadic Materials, Danisco Improved Strains or any derivatives thereof useful for creating or modifying such C1 Strains, Danisco Improved

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Strains or any derivatives thereof to any Third Party or government agency to the extent that such information is necessary for legal or regulatory reasons. For the avoidance of doubt, Danisco is not subject to any restriction regarding use of or sublicensing of any C1 Strain or modified C1 Strain for uses outside the Pharmaceutical Field nor is Danisco subject to any restriction regarding the transfer of any C1 Strain or modified C1 Strain for uses outside of the Pharmaceutical Field.
Any transfer of a C1 Strain for use in the Pharmaceutical Field permitted by this Section 3.3, which such transfer is made prior to the sooner of [*] , will be accompanied by a valid written agreement, directly enforceable by Dyadic against the transferee, that: (i) implements the restrictions provided for by this Section 3.3; (ii) expressly excludes the right to use such Restricted Materials in the Pharmaceutical Field except as permitted above, and (iii) gives written notice that Dyadic has co-exclusive rights, with the rights to enforce the contractual restrictions set forth in Section 3.3, to use the C1 Strains and the Dyadic Materials in the Pharmaceutical Field and that Dyadic is an intended third party beneficiary of such restrictions on the use of the Restricted Materials in the Pharmaceutical Field.
Nothing herein (including, but not limited to, the previous sentence) shall require Danisco to commence any proceeding against any Third Party to enforce any restriction on the use of any Restricted Materials in the Pharmaceutical Field or otherwise, provided , however , Danisco will use commercially reasonable efforts to prevent such use and will cooperate fully with Dyadic at Dyadic’s expense to enforce its rights under this License Agreement and the written agreement required herein. In the event that Dyadic identifies to Danisco any Third Party which it believes is using any Restricted Materials in ways that are inconsistent with the foregoing, Dyadic may provide the name of such Third Party to Danisco and Danisco will advise Dyadic if such Third Party has received such Restricted Materials pursuant to an agreement with Danisco contemplated by this Section 3.3. Once each calendar year, Dyadic may provide Danisco with a written notice requesting confirmation that Danisco has not provided Restricted Materials to Third Parties for use in the Pharmaceutical Field except to the extent that such transfer is permitted by Article 3 of this Agreement. In such event, Danisco shall respond to such Dyadic request.

[*]

3.4 Danisco Payments to Dyadic
With respect to any Pharmaceutical Product produced in a C1 Strain by Danisco or an Affiliate of Danisco, Danisco shall, at the end of each calendar quarter commencing on the first commercial sale of such Pharmaceutical Product and until [*] after the first commercial sale of such Pharmaceutical Product, pay to Dyadic the royalty provided for in the table below.
With respect to any Pharmaceutical Product produced in a C1 Strain by Danisco or an Affiliate of Danisco, Danisco shall at the end of each calendar quarter commencing on the [*] anniversary of the first commercial sale of such

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Pharmaceutical Product and until [*] after the first commercial sale of such Pharmaceutical Product, pay to Dyadic the royalty provided for in the table below provided that, and only as long as, (i) Dyadic owns at least one non-expired valid patent claiming the production, use or sale of such Pharmaceutical Product by Danisco, or (ii) Danisco is practicing under a non-expired Dyadic Patent to produce, use or sell such Pharmaceutical Product.
[*]
Danisco agrees that where the production or sale of a Pharmaceutical Product or Dosage Form that is produced in a C1 Strain or Danisco Improved Strain, and where such production or sale is covered by a valid claim of a Patent owned by a Sublicensee of Dyadic pursuant to the terms of this Agreement, whether such Patent is subsequently assigned to Danisco or Dyadic, the applicable royalty rate will be increased by [*] . Thus, as an illustrative example, the applicable rate for the use of such C1 Strain or Danisco Improved Strain with respect to arm’s length sales of a Dosage Form where Danisco is the selling party of such Dosage Form and a C1 Strain or Danisco Improved Strain covered by a valid claim of a Patent owned by a Sublicensee of Dyadic is used to produce a composition of matter that is not an active ingredient but that is used to create an active ingredient included in a Dosage Form would be [*] and not [*] .
Such royalty shall be payable to Dyadic within thirty (30) Business Days from the end of each calendar quarter by Danisco and a report regarding Net Sales shall be provided to Dyadic. Danisco, no more than once every twelve (12) months, shall permit an audit of their books and records by a national accounting firm designated by Dyadic. Such accounting firm shall confirm the accuracy of any royalty calculation and shall not disclose to Dyadic any other information of other than the correct calculation of Net Sales and the amount of the royalty payable to Dyadic. In the event that such audit reveals an underpayment of any royalty of more than one percent (1%), Danisco shall reimburse Dyadic for the cost of such audit.


ARTICLE 4 DISCLOSURE OF INVENTIONS AND RESULTS; PROSECUTION, MAINTENANCE AND ENFORCEMENT OF PATENTS

4.1    Disclosure Obligations

During the period for which Services are being provided by Danisco to Dyadic, Danisco shall provide to Dyadic pursuant to the terms of the licenses set forth in Article 2 the deliverables specified under the Work Plan, any Dyadic Material, Danisco Improved Strain, and Danisco Know-How, in each case which is developed by the Designated Employees in the course of providing Services during the Services period and that has utility in the Pharmaceutical Field. Notwithstanding the foregoing, nothing shall require Danisco to disclose information which is subject to confidentiality obligations to Third Parties or disclose Danisco Background Technology, except where such disclosure of Danisco Background Technology is necessary to grow the C1 Strain or Danisco Improved

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Strain to express the Pharmaceutical Product with respect to which such C1 Strain and/or Danisco Improved strain has been transformed or transfected.

After the sooner of three (3) years from the Effective Date or, in the event Dyadic terminates Services, the date of such termination, except for Dyadic’s and, as applicable, its Sublicensee’s obligations relating to inventions relating to the Industrial C1 Strains or Industrial C1 Patents, neither Party nor any Licensed Party shall be obligated to disclose any invention, Improvement, Pharmaceutical Improvement, or Know-How to the other Party or any Licensed Party.

4.2 Prosecution and Enforcement of Patents

(a)    Danisco shall have the exclusive right to control, at its sole expense, the filing, registration, prosecution, maintenance, enforcement and defense (such as responding to oppositions, nullity actions, re-examinations, revocation actions and similar proceedings) including the right to refrain from filing or maintaining, any Patents or patent applications, covering an invention where ownership is allocated to Danisco or such Patents are otherwise Controlled by Danisco. Notwithstanding the foregoing in the case of substantiated allegations of infringement activity in the Pharmaceutical Field under any Patents owned or Controlled by Danisco pursuant to this Agreement or the Asset Purchase Agreement, Dyadic, shall have the first option to enforce and to control any such action for infringement claim asserted by Dyadic. Danisco shall have the option to join in asserting a claim for infringement and participate in any settlement discussions and shall have a share in the recovery of any damages or settlement terms, after appropriate compensation to Dyadic and, if applicable, Danisco for expenses incurred including, without limitation, attorney’s fees, in proportion to the damages established by each Party. Without limiting the foregoing, Dyadic’s enforcement rights shall include the right to cause Danisco to execute such documents, including joining litigation as a party, as may be required to permit Dyadic to enforce any applicable Patents against any infringers, but solely with respect to the Pharmaceutical Field. No settlement agreement may without Danisco’s written consent limit Danisco’s rights with respect to C1 Strains, Dyadic Materials, or Dyadic Know-How or Danisco’s rights under this Agreement.

(b)    Each Licensed Party shall have the exclusive right to control, at its sole expense, the filing, registration, prosecution, maintenance, enforcement and defense (such as responding to oppositions, nullity actions, re-examinations, revocation actions and similar proceedings) including the right to refrain from filing or maintaining, any Patents or patent applications, covering an invention where ownership is allocated to the Licensed Party.

(c)    If a Party decides to decline to control the filing, registration, prosecution or maintenance of any Patents or patent applications it owns or Controls pursuant to Section 2.3 of this Agreement (the “Declining Party”), the Declining Party will immediately notify the other Party of such decision in writing, in order to give the other Party (the “Acting Party”) the opportunity, at its sole discretion, to assume responsibility for the filing, registration, prosecution or maintenance of such Patents or patent applications before such Patents or patent applications are potentially negatively impacted by the Declining Party’s

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decision, including without limitation the Acting Party being barred from acting by virtue of the lapse of any official Patent Registry deadlines. If the Acting Party provides the Declining Party with written notice of its decision to assume responsibility for the filing, registration, prosecution or maintenance of these Patents or patent applications no later than thirty (30) days after receipt of the Declining Party’s notice, then Declining Party promptly will assign all right, title and interest the Declining Party has in such Patents or patent applications to the Acting Party, and the Acting hereby grants to the Declining Party an irrevocable non-assert to the Declining Party and the Declining Party’s Affiliates and Customers under such assigned Patent or patent applications provided that such non-assert as it applies to Dyadic shall be limited to the scope of rights granted to Dyadic in Section 2.1.

(d)    Within thirty (30) days of the execution of this Agreement, the Parties will establish a patent committee to review ownership allocations in accordance with Section 2.3 of this Agreement as well as receive updates on the filing, prosecution and maintenance of Patents that are subject to this Agreement. Such patent committee shall meet on a regular basis when determined by such committee. The patent committee shall be comprised of one (1) representative of each Party and include representation of the Party’s patent groups. The Parties agree that, to the extent possible and to the extent consistent with either Party’s internal patent strategy, any Patents containing inventions specifically related to the Pharmaceutical Field will be filed as independent Patents from inventions relating within and without the Pharmaceutical Field. The Parties also agree that prior to imitating any interferences relating to Patents within the Pharmaceutical Field, the matter will be reviewed in the first instance by the patent committee who shall attempt to resolve any matters in good faith. The Parties also agree that disputes relating to the characterization of inventions arising under this Agreement will first be presented to the patent committee, where the Parties will discuss in good faith how to characterize the invention. If the Parties are unable to reach a conclusion, the patent committee shall have the authority to decide the matter, subject to the dispute resolution procedures provided for in Section 10.7.

ARTICLE 5 CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party agrees that for seven (7) years after the termination or expiration of this Agreement, all Danisco Confidential Information and all Dyadic Confidential Information disclosed under this Agreement shall be maintained in strict confidence by the receiving Party, and shall not be used by the receiving Party for any purpose other than the purposes expressly permitted by this Agreement, and shall not be disclosed by the receiving Party to any Third Party except to Sublicensees and to permitted Third Parties such as contract research and/or manufacturing entities which have agreed in writing to obligations of confidentiality and non-use consistent with the obligations of the Parties under this Agreement.

5.2 Permitted Usage. Each of Danisco and any Licensed Party may use and disclose Confidential Information of the other Party as follows: (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such Party in this

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Agreement, including, without limitation Sublicensee and Third Party acting as contract researchers; (b) in connection with the filing for, prosecution, maintenance and enforcement of Patents where ownership of the invention to which such Patent relates is assigned to such Licensed Party in accordance with this Agreement; (c) in connection with prosecuting or defending litigation, complying with applicable governmental regulations, filing for, obtaining and maintaining regulatory approvals, or as otherwise required by Law or as permitted by this Agreement; (d) in communication with potential or actual Sublicensees who prior to such disclosure have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 5; (e) in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 5; provided, however , that the receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 5.2 to treat such Confidential Information as required under this Article 5; (f) to the extent mutually agreed to by the Parties in writing, or (g) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection with, and solely to the extent necessary for, Danisco’s performance of its obligations to any Third Party under any Transferred Contract. For clarity, nothing in this Section 5.2 expands the permitted use or disclosure of any C1 Strain, Dyadic Materials, Danisco Improved Strain, Genetic Tools, Dyadic Know-How, Danisco Know-How, Dyadic Patents or Danisco Patents beyond the rights expressly licensed under Article 2.

5.3 Confidential Terms. Except as provided herein, each of the Parties agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior approval of the other Party. Notwithstanding the foregoing, a Party may disclose the terms of this Agreement in confidence to its Affiliates in connection with the performance of this Agreement and solely on a need-to-know basis; to potential or actual Sublicensees, who prior to disclosure must agree to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth herein; or in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents) on a need to know basis who, prior to such disclosure, have agreed in writing to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 5; provided, however, that the receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 5.3 to treat such Confidential Information as required under this Article 5. In addition, a Party may disclose the existence (but not the terms and conditions) of this Agreement to Third Parties, subject to Section 5.5.

5.4 Exceptions for Applicable Law or Regulation. Notwithstanding anything to the contrary in this Article 5, a Party may disclose any Confidential Information of the other Party or the terms of this Agreement that is required to be disclosed under Law (including,

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without limitation, the requirements of securities filings); provided that, except where impracticable, such Party shall give the other Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the other Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure. In the event of any such required disclosure, a Party shall disclose only that portion of the Confidential Information of the other Party that is required by Law to be disclosed and, in the event a protective order is obtained by the other Party, nothing in this Article 5 shall be construed to authorize the Party that is subject to the disclosure requirement to use or disclose any Confidential Information of the other Party to any Person other than as required by Law or beyond the scope of the protective order. A Party may disclose this Agreement if required to be disclosed by Law to the extent, and only to the extent, such Law requires such disclosure and, in such an event, such Party provides the other Party a reasonable opportunity to review and comment on the general text of such disclosure, which comments shall be incorporated by the disclosing Party if reasonable under the circumstances.

5.5 Public Announcements. Except to the extent required by Law, no Party shall make any public announcement concerning this Agreement or the terms hereof without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Once such consent has been given, the Party as to whom consent has been given shall be free to make public announcements or disclosures substantially similar to that already approved by the other Party. Upon the Effective Date, Dyadic may make a public announcement in a form to be reasonably agreed to by Danisco advising Third Parties that it is licensed to use certain C1 Strains and related technology in the Pharmaceutical Field and, after agreement by the Parties with respect to a detailed Exhibit B, that Danisco is providing certain services for Dyadic. In addition, Dyadic may advise potential Sublicensees of the existence and terms of this Agreement except that the provisions of Article 3 shall not be disclosed to any Third Party. Within sixty (60) days of the Effective Date, the Parties shall negotiate in good faith with respect to those Sections of this Agreement and the rights of the Parties hereunder that may be disclosed without further consent of both Parties. Notwithstanding the foregoing, after notice to the other Party and after appropriate consideration of any objection from such other Party, each Party shall be free to make all such disclosures as may be required by applicable securities or disclosures law.

ARTICLE 6 INDEMNIFICATION

6.1 Indemnification of Danisco. The Licensed Parties shall indemnify, defend and hold Danisco and its Affiliates, agents, employees, officers, and directors (the “Danisco Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of claims or suits related to: (a) breach by any Licensed Party of any of its representations, warranties, or covenants under this Agreement; (b) the negligence or willful misconduct of Dyadic or its Affiliates or Sublicensees, and it’s or their directors, officers, agents, employees, or consultants; (c) any use, exploitation or sublicense by, or under the authority of, Dyadic, any Affiliate of Dyadic or any Sublicensee of the licenses granted under Section 2.1,

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including, without limitation, any development, manufacture, distribution, offer for sale, sale, export, or transfer of any C1 Strain, Dyadic Material, Danisco Improved Strain or any Pharmaceutical Product or Dosage Form; and (d) any Service provided by Danisco or its Affiliates pursuant to Article 3; provided, however, that Dyadic’s obligations under Section 6.1(d) will not apply if it has been determined pursuant to Section 10.7 that such liability is due primarily to the willful and knowing misconduct of any of the Danisco Indemnitees.

6.2 Indemnification of Dyadic. Danisco shall indemnify, defend and hold Dyadic and its Affiliates, agents, employees, officers, and directors (the “Dyadic Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of claims or suits related to intentional misconduct in the performance of the Services (if applicable) which irreversibly injures Dyadic.

6.2 Procedure. As a condition for either a Danisco Indemnitee or a Dyadic Indemnitee to receive indemnification under this Agreement, it shall: (a) promptly deliver notice in writing (a “Claim Notice”) to the Party from whom it seeks an indemnification as soon as it becomes aware of a claim or suit for which indemnification may be sought (provided that the failure to give a Claim Notice promptly shall not prejudice the rights of the applicable Danisco Indemnitee or Dyadic Indemnitee except to the extent that the failure to give prompt notice materially adversely affects the ability of the indemnifying party to defend the claim or suit); (b) cooperate with the indemnifying party in the defense of such claim or suit; and (c) if the indemnifying party confirms in writing to the Danisco Indemnitee or Dyadic Indemnitee its intention to defend such claim or suit within ten (10) days after receipt of the Claim Notice, permit the indemnifying party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that, if the indemnifying party fails to (i) provide such confirmation in writing within such ten (10) day period or (ii) after providing such confirmation, diligently and reasonably defend such suit or claim at any time, the indemnifying party’s right to defend the claim or suit shall terminate immediately and the Danisco Indemnitee or Dyadic Indemnitee may assume the defense of such claim or suit at the sole expense of the indemnifying party but may not settle or compromise such claim or suit without the consent of the indemnifying party, not to be unreasonably withheld or delayed. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of any Danisco Indemnitee or Dyadic Indemnitee or that otherwise materially affects such Danisco Indemnitee or Dyadic Indemnitee’s rights under this Agreement or otherwise, or requires any payment by an Danisco Indemnitee or Dyadic Indemnitee without the prior written consent of such Danisco Indemnitee or Dyadic Indemnitee. Except as expressly provided above, the indemnifying party will have no indemnity liability under this Agreement with respect to claims or suits settled or compromised without its prior written consent.

ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS


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7.1 General. Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the Law of the jurisdiction of its incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is qualified to do business and is in good standing in each jurisdiction in which it conducts business; (c) duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (d) this Agreement is legally binding upon it and enforceable in accordance with its terms and the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material Law; and (e) it is not aware of any action, suit or inquiry or investigation instituted by any Person which questions or threatens the validity of this Agreement.

7.2 Representations and Covenants by Danisco. Danisco represents and warrants that, subject to any deficiencies in title with respect to assets acquired from Dyadic under the Asset Purchase Agreement, it has good legal title to all Dyadic Patents, Danisco Patents, Dyadic Know-How, Danisco Know-How, Dyadic Materials and Danisco Improved Strains that are licensed pursuant to Article 2 and that it is not party to any agreement (other than any Transferred Contract) with any Third Party that is inconsistent with the terms of this Agreement. Except to the extent contemplated by any Transferred Contract, Danisco shall take no action that would permit any Person that is a party to a Transferred Contract to assert any Patent covering an Improvement against any Licensed Party.

7.3 Representations, Warranties and Covenants By Licensed Parties. Each Licensed Party represents and warrants that: (i) it has the all rights to any Pharmaceutical Product that will be the subject of any Service provided by Danisco pursuant to Article 3; and (ii) it is and will continue to be in compliance with all Laws relating to the research, development, manufacture, commercialization and sale of any Pharmaceutical Product or Dosage Form that is produced pursuant to the license granted in Article 2 or with respect to which Danisco provides Services pursuant to Article 3.

7.4 Disclaimer. EXCEPT AS PROVIDED IN THIS ARTICLE 7 (AND WITHOUT LIMITATION TO ARTICLE 3 HEREOF), DANISCO MAKES NO, AND THE LICENSED PARTIES DISCLAIM RELIANCE ON ANY, REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES, ANY DYADIC MATERIALS, DYADIC KNOW-HOW, DANISCO IMPROVED STRAINS AND DANISCO KNOW-HOW LICENSED HEREUNDER OR USED IN PERFORMING SERVICES, OR ANY PHARMACEUTICAL PRODUCT PRODUCED USING ANY SUCH DYADIC MATERIALS, DYADIC KNOW-HOW, DANISCO IMPROVED STRAINS AND DANISCO KNOW-HOW, AND DANISCO SPECIFICALLY DISCLAIMS, AND THE LICENSED PARTIES DISCLAIM RELIANCE ON, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES THAT THE

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DYADIC PATENTS OR DANISCO PATENTS ARE VALID AND ENFORCEABLE, AND THAT THE USE OF THE DYADIC MATERIALS, THE DANISCO IMPROVED STRAINS, DYADIC KNOW-HOW, OR DANISCO KNOW-HOW TO PRODUCE PHARMACEUTICAL PRODUCTS DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. DANISCO SPECIFICALLY DISCLAIMS, AND THE LICENSED PARTIES DISCLAIM RELIANCE ON, ANY REPRESENTATION OR WARRANTY THAT THE STRAINS LICENSED UNDER THIS AGREEMENT AND ANY DERIVATIVES OR MODIFICATIONS (A) ARE ANYTHING OTHER THAN EXPERIMENTAL IN NATURE, (B) HAVE CHARACTERISTICS THAT ARE ALL KNOWN, AND (C) ARE SUITABLE FOR USE IN PRODUCING ANY PHARMACEUTICAL PRODUCT.

ARTICLE 8 LIMITATION OF LIABILITY

8.1 EXCEPT WITH RESPECT TO THE WRONGFUL DISCLOSURE OR USE OF C1 STRAINS BY DANISCO OR A LICENSED PARTY, OR THE FAILURE OF DANISCO OR A LICENSED PARTY TO MAKE PAYMENTS PROVIDED FOR BY THIS AGREEMENT, OR THE BREACH OF ARTICLES 2 THROUGH 7 OF AGREEMENT BY A LICENSED PARTY, NEITHER DANISCO NOR ANY LICENSED PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH DAMAGES ARE PAYABLE IN CONNECTION WITH A THIRD PARTY CLAIM. DANISCO’S MAXIMUM LIABILITY TO DYADIC AND DYADIC LICENSEES UNDER THIS AGREEMENT PURSUANT TO SECTION 6.2 SHALL BE THE AMOUNT PAID TO DANISCO FOR THE SERVICES WHICH RELATE TO THE CLAIM. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING FROM, IN THE CASE OF DYADIC, ANY USE OF RESTRICTED MATERIALS BY ANY THIRD PARTY OR SUBLICENSEE OUTSIDE THE PHARMACEUTICAL FIELD AND, IN THE CASE OF DANISCO, ANY USE OF RESTRICTED MATERIALS BY ANY THIRD PARTY OR LICENSEE OF DANISCO IN THE PHARMACEUTICAL FIELD IN WAYS PROHIBITED BY THIS AGREEMENT UNLESS DYADIC OR DANISCO EXPRESSLY AND KNOWINGLY GRANTED A LICENSE PERMITTING SUCH IMPROPER USE.

ARTICLE 9 TERM AND TERMINATION

9.1 Term. Subject to Section 9.2, the term of this Agreement shall commence on the Effective Date and continue in full force and effect so long as any Licensed Party is using any C1 Strain or Danisco Improved Strain, Dyadic Know-How, or Dyadic Materials, or is practicing under any Patents licensed hereunder, provided , however , that any inactivity by

28


Dyadic with respect to the Pharmaceutical Field for less than one (1) year shall not be deemed a basis for expiration of this Agreement.

9.2 Termination and Patent Challenges

(a)    Termination For Breach. Notwithstanding anything herein to the contrary, if any Licensed Party shall at any time breach any material term or condition of its Sublicense Agreement, Dyadic shall advise Danisco in writing of such breach and provide Danisco with all facts known to Dyadic relating to such breach. Dyadic shall use reasonable efforts to remedy or cause its Sublicensee to remedy such breach. In addition, Danisco may commence a dispute against any Licensed Party pursuant to Section 10.7 to recover damages from and obtain injunctive or any other form of equitable relief against the Licensed Party which has breached its obligations. If the breaching Licensed Party shall fail to have cured such breach within sixty (60) days after it has been determined pursuant to Section 10.7 that such Licensed Party is in default, then Danisco may, at its option, and without liability to Dyadic or such Licensed Party terminate and revoke the sublicense running to the applicable Dyadic Sublicensee or if Dyadic is the breaching Party terminate the license grants running to Dyadic in Section 2.1. Any such termination of the license grants running to Dyadic shall not affect the rights of any Dyadic Sublicensee under a Sublicense granted prior to the effective date of such termination.
(b)    Dyadic Remedies. In the event that Dyadic provides written notice to Danisco of the breach of its obligations under any section of this Agreement and Danisco does not cure such breach within sixty (60) days after receipt of such written notice, then Dyadic shall be free to initiate arbitration with respect to such allegations of breach. Such arbitration shall be conducted in an expedited manner, but in no case shall the matter not be decided in less than one year without Dyadic’s consent. If Danisco by the end of such arbitration has not cured such breach and the arbitrators find such a breach exists, the arbitrators shall award equitable relief directing Danisco to discontinue conduct found to violate this Agreement and award such other relief as may be appropriate.

(c)    Patent Challenge. To the extent permitted by Law, in the event that a Party or a Licensed Party wishes to challenge the validity of any Patent subject to this Agreement, other than a Pharmaceutical Patent, such Party or Licensed Party shall first provide sixty (60) days prior written notice of such intent and if such patent challenge is unsuccessful in whole or in part reimburse the other Party’s or Licensed Party’s reasonable attorney’s fees and costs incurred in defending the validity of the Patent in question.

(d)    Danisco Remedies. Danisco may, by delivering written notice to Dyadic, terminate this Agreement immediately and without liability to any Licensed Party, in the event that any court or arbitrator of competent jurisdiction shall determine that Danisco does not have the right to license any C1 Strain, improved C1 Strain, Dyadic Know-How, Dyadic Material, Danisco Know-How, Danisco Improved Strain, Genetic Tool, Dyadic Patent or Danisco Patent for use in the Pharmaceutical Field.


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9.3 Effect of Termination

(a)    Rights and Obligations Upon Termination by Danisco for Breach. As of the effective date of a termination of any license to a Licensed Party pursuant to Section 9.2(a): (i) Section 2.1 shall terminate with respect to the rights granted to the Licensed Party which has breached and all rights in any Dyadic Material, Danisco Improved Strain or any derivative or modification thereof, Dyadic Know-How and Danisco Know-How licensed to the Licensed Party which has breached shall terminate and revert to Danisco; (ii) Dyadic, in the case of a termination of Dyadic’s rights, shall return to Danisco, and the applicable Sublicensee, in the case of a termination of such Sublicensee’s rights, shall return to Dyadic any Dyadic Materials or Danisco Improved Strains and derivatives and modifications thereof, Dyadic Know-How and Danisco Know-How provided to or created by or under the authority of such Party; and (iii) the Licensed Party which has breached shall return to Danisco and cease using all Confidential Information of Danisco including, but not limited to, Dyadic Know-How and Danisco Know-How.

(b)    Accrued Rights. Termination or expiration of this Agreement for any reason will be without prejudice to any rights that will have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration will not relieve a Party from accrued payment obligations or from obligations which are expressly indicated to survive termination or expiration of this Agreement.

9.4 Survival. Sections 2.1(a)(iii) (insofar as it relates to the payment of any royalty incurred prior to the expiration or termination of this Agreement), 2.2(a), 2.2(d), 2.3, 2.4, 3.2, 3.4 (insofar as it relates to the payment of any royalty incurred prior to the expiration or termination of this Agreement), 4.2, 9.3, and 9.4, and Articles 5, 6, 7, 8 and 10, together with any other provisions necessary to give effect thereto, shall survive any expiration or termination of this Agreement.

Article 10 GENERAL PROVISIONS
10.1 Entire Agreement of the Parties; Amendments. This Agreement constitutes and contains the entire understanding and agreement of the Parties respecting the subject matter hereof and cancels and supersedes any and all prior and contemporaneous negotiations, correspondence, understandings, and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification, amendment or alteration of any provision of this Agreement will be valid or effective unless made in writing and signed by each of the Parties.
10.2 Further Actions. Each Party agrees to execute, acknowledge, and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the express provisions of this Agreement.

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10.3 Assignments. Neither this Agreement nor any interest hereunder may be assigned, nor any other obligation delegated, by a Party without the prior written consent of the other Party; provided, however, that a Party shall have the right to assign this Agreement without consent of the other Party to an Affiliate of the assigning Party provided or to any successor in interest to the assigning Party by operation of law, merger, consolidation, or other business reorganization or the sale of all or substantially all of its assets relating to the subject matter of this Agreement. This Agreement shall be binding upon successors and permitted assigns of the Parties. Any assignment not in accordance with this Section 10.3 will be null and void. Notwithstanding any assignment or transfer by operation of law, merger, consolidation or otherwise, the assigning Party shall remain primarily liable for any breaches of the assignee under this Agreement.
10.4 Performance by Affiliates. The Parties recognize that each may perform some or all of its obligations under this Agreement through wholly owned Affiliates or may exercise some or all of its rights under this Agreement through wholly owned Affiliates, provided, however, that each Party shall remain responsible and be guarantor of the performance by such Affiliates and shall cause such Affiliates to comply with the provisions of this Agreement in connection with such performance. In particular and without limitation, (i) all Affiliates of a Party that receive Confidential Information of the other Party pursuant to this Agreement shall be governed and bound by all obligations set forth in Article 5, and (ii) all Affiliates of, as applicable, Dyadic or Danisco, that have access to C1 Strains, Danisco Improved Strains, Improvements, Pharmaceutical Improvements, Dyadic Materials, Genetic Tools or Know-How relating thereto shall be governed and bound by all obligations set forth in this Agreement. Each Party will prohibit all of its Affiliates from taking any action that such Party is prohibited from taking under this Agreement as if such Affiliates were parties to this Agreement.
10.5 Relationship of the Parties. The Parties shall perform their obligations under this Agreement as independent contractors and nothing in this Agreement is intended or will be deemed to constitute a partnership, agency or employer-employee relationship between the Parties. Neither Party will have any right, power or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other.
10.6 Notices. Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement will be in writing and will be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service (signature required) or five (5) days after it was sent by registered letter, return receipt requested (or its equivalent) to the Party to which it is directed at its address or facsimile number shown below or such other address or facsimile number as such Party will have last given by notice to the other Party.

If to Danisco:

Danisco US Inc.
c/o President – DuPont Industrial Biosciences

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Building 356
Danisco Experimental Station
Wilmington, DE 19880

With a copy to: E. I. du Pont de Nemours and Company
Attention: Legal Department – General Counsel
Fax: 302-773-4679

If to Dyadic: Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, FL 33477-5094
Attention: Mark A. Emalfarb
Fax: (561) 743-8343

With a copy to:
Cahill Gordon & Rekindle LLP
80 Pine Street
New York, New York 10005
Attention: Michael B. Weiss
Email:
mweiss@cahill.com

10.7 Governing Law; Dispute Resolution.

(a)
The rights and obligations of the Licensed Parties under this Agreement shall be governed, and shall be interpreted, construed, and enforced, in all respects by the Law of the State of Delaware without giving effect to any conflict of Law rule that would result in the application of the Law of any jurisdiction other than the internal Law of the State of Delaware to the rights and duties of the Parties.

(b)
If Danisco and any Licensed Party are unable to resolve any dispute between them arising out of this Agreement, either Danisco or any Licensed Party, by written notice to the other, may have such dispute referred to the President of DuPont Industrial Biosciences and the Chief Executive Officer of Dyadic or any other Licensed Party, for attempted resolution by good faith negotiations within fifteen (15) days after such notice is received.

(c)
If Danisco and Dyadic or the relevant other Licensed Party do not agree upon a resolution of the dispute, Danisco and the Licensed Parties agree that any dispute that remains unresolved rising out of or relating to this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Administered Arbitration (the “Administered Rules” or “Rules”) by three arbitrators, of whom each party to the dispute shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators. The arbitration shall

32


be governed by the Federal Arbitration Act, 9 USC §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration shall be New York, New York and shall be conducted in accordance with the requirements of CPR’s Appeal Procedure. An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this agreement that is conducted in accordance with the requirements of such Appeal Procedure. Unless otherwise agreed by the parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration.

(d)
Danisco and the Licensed Parties agree that money damages alone will be inadequate to compensate for any breach of this Agreement and that injunctive relief will be awarded to the extent necessary to restrain any Licensed Party from using any Dyadic Material, Danisco Improved Strain, Dyadic Know-How, Danisco Know-How, Danisco Background Technology, Danisco Background Tool, or Services Generated Tool outside of the Pharmaceutical Field or to restrain Danisco from violating the provisions of Section 3.3.

10.8 Rights in Bankruptcy. The Parties acknowledge and agree that this Agreement constitutes a license of rights to “intellectual property” as that term is defined in Section 101(35A) of Title 11, United States Code (the “Bankruptcy Code”) and is therefore governed by Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Notwithstanding anything to the contrary, if a Chapter 11 petition is filed by or against Dyadic, Dyadic shall seek approval of the bankruptcy court to assume this Agreement pursuant to 11 U.S.C. § 363.

10.9 Captions. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement.

10.10 Waiver. A waiver by a Party of any of the terms and conditions of this Agreement in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. All rights, remedies, undertakings, obligations, and agreements contained in this Agreement will be cumulative and none of them will be in limitation of any other remedy, right, undertaking, obligation, or agreement of either Party.

10.11 Severability. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Law, but, if any provision of this Agreement is held to be prohibited by or invalid under Law, such provision will be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or of this Agreement. The Parties will make a good faith effort to replace the invalid or unenforceable provision with a valid one which in its economic effect is most consistent with the invalid or unenforceable provision.


33


10.12 Force Majeure. No liability shall result from a force majeure event or any delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the Party affected, including, but not limited to, act of God, fire, explosion, flood, war, utility failure, order of any court, act or inaction of or by any local or national government or agency, accident, labor strike, pandemic, death, termination or resignation of key employees, inability to obtain material, failure of equipment transportation, or failure of usual transportation mode.

10.13 Counterparts. This Agreement may be executed simultaneously in counterparts, any one of which need not contain the signature of more than one Person but all such counterparts taken together will constitute one and the same agreement.

10.14 Rules of Construction .

(a)
When a reference is made in this Agreement to an Article, a Section, an Exhibit or a Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or a Schedule to this Agreement unless otherwise indicated.

(b)
Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(c)
The Parties hereto have participated jointly in the negotiation and drafting of this Agreement with the assistance of counsel and other advisors and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals by their duly authorized representatives as of the Effective Date.



Danisco USA Inc.
 
Dyadic International, Inc.
 
 
 
 
 
 
 
By:
/s/ [*]
 
By:
/s/ Mark Emalfarb
 
Name:
[*]
 
Name:
Mark Emalfarb
 
Title:
[*]
 
Title:
President & CEO
 

34


EXHIBIT A
DYADIC MATERIALS

[*]

35


EXHIBIT B
SERVICES

[*]

36
Exhibit 10.13
Execution Version

[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.

COMMISSION CONTRACT
PARTIES
VTT Technical Research Centre of Finland Ltd.
Business ID: 2647375-4
Country of residence: Finland
(hereinafter "VTT")
and
Dyadic International, USA, Inc.
Business ID: 45-0486747
Country of residence: United States
(hereinafter the "Dyadic")
1
OBJECT OF THE CONTRACT
1.1
The object of the Contract is a commission where VTT develops Dyadic's C1 fungal expression system for therapeutic protein production (hereinafter the Commission), as specified in the project plan in Annex 1.
1.2
The Commission is divided into milestones, as specified in the project plan ( Annex 1 ). The purpose of the milestones are to monitor and measure the progress of the Commission.
1.3
After each milestone and at the end of each Work Package (WP1, WP2 and WP3) of the Commission, VTT will deliver to Dyadic the relevant Foreground (e.g. Development strains and associated molecular tools).
1.4
The Commission includes bonus targets, as specified in the project plan (Annex 1). Accomplishment of a bonus target in certain time limit triggers a bonus payment to VTT. Bonus targets, time limits and bonus sums are defined in the project plan.
1.5
DEFINITIONS
1.5.1
Development Strains: All strains developed as part of the Foreground in the Commission.
1.5.2
Foreground Materials: lab data, reports, all physical and genetic materials, including, but not limited to the Development Strains and associated molecular tools, DNA fragments, vectors, markers, promoters, other genetic elements, fermentation media and processes and proteins included in the Foreground.
1.5.3
C1 Strains: any fungal strains that have the taxonomy of either (a) Myceliopthora, [*]
2
VTT'S GENERAL TERMS OF CONTRACT
VTT's General Terms of Contract, as specified in Annex 2 are applicable to this Contract to the extent not otherwise stated in this Contract. However, if there are any conflicts, the terms and conditions of this Contract will supersede the terms and conditions in Annex 2.

1





3
BACKGROUND
3.1
Dyadic will provide VTT with certain materials and proprietary information as set forth in the Material Transfer Agreement between the Parties dated 10.5.2016 (Annex 3). These materials, and proprietary information which are necessary for the execution of the Commission by VTT is specified in Annex 1.
4
PROJECT STARTING DATE
4.1
The starting date of the project 15.9.2016
5
MODIFICATION OF THE COMMISSION
5.1
As it might be necessary to modify the Commission after signing this Contract, its technical description as set out in the Project Plan (Annex 1) and Evaluation Protocol (Annex 5) may be modified by mutual written agreement of the Parties. Such modifications and specifications shall be deemed to be incorporated into this Contract
6
PROJECT MANAGEMENT AND CO-OPERATIVE ORGANISATION
6.1
Project Managers - VTT and Dyadic will nominate two project managers one on behalf of each party. The project managers will be: Dyadic representative is [*] VTT representative is [*]. The nominated project managers may be modified by mutual written agreement of the Parties. Such modifications and specifications shall be deemed to be incorporated into this Contract.
The project managers will be responsible for managing, monitoring and reporting on the progress and status of the Commission including the exchange the development information, notifications to the Technical Group of any delay or problem that might affect the deliveries of the Commission.
The project Managers will communicate by weekly telephone calls or more often if needed.
6.2
The Technical Group - The Technical Group shall review and direct the development work within the limits of the Contract.
The members of the Technical Group shall be: the Project Managers, Dyadic representatives [*], VTT representatives: [*]. The nominated members of the Technical Group may be modified by mutual written agreement of the Parties. Such modifications and specifications shall be deemed to be incorporated into this Contract.
The Technical Group shall review and manage the scientific and technical progress of the Commission
The Technical Group will review the objectives of the Commission and will notify The Governing Group of any revisions of the project plans that might be needed according of the progress status.
The Technical Group will be responsible for the revisions of and modifications in the Project plan, and present them, when necessary, to the Governing Group for approval,
The technical Group shall meet every month by face to face meetings, by teleconferences or as otherwise agreed by the parties.
6.3
The Governing Group - The Governing Group shall direct the execution of the project within the limits of the Contract. The members of the Governing Group shall be: Dyadic representatives, [*] and VTT representatives, [*].
The governing group shall handle matters concerning the Commission and particularly control and direct the execution of the Commission within the limits of the Contract. Therefore the governing group:
shall specify the objectives of the Commission and accept the Project plans,

2





handle the revisions of and modifications in the Project plan, and present them, when necessary, to the Parties for acceptance,

control the progress of the Commission and support the activities of the Project manager,
accept the achievement of milestones and bonus targets that have been reported since the last meeting.
6.4
The governing group shall meet every three months or as otherwise agreed to by the parties either in person or by audio or video conference.
6.5
The governing group cannot modify the Contract or its appendices unless separately agreed upon in writing between the Parties.
7
Deliveries
Progress/Interim Deliverables, Final Deliverables/Report(s):
7.1.1
VTT will continuously keep separate laboratory books in which the research and development activities of the Commission is documented.
7.1.2
Each month VTT will share with The Technical group a Power Point presentation of the status of projects.
7.1.3
By the end of each milestone and bonus target, VTT will prepare a report of the work summary to be provided to the Technical Group for review and for presentation to the Governing group.
8
Final project deliveries
8.1.1
By the end of each Work Package VTT will prepare a report summarizing the achievement and status of the project which will be provided to the Technical Group for review and presentation to the Governing group.
8.1.2
After the end of each Work Package, upon Dyadic's request, VTT agrees to provide Dyadic with copies of the Foreground Materials in both physical and electronical form. VTT agrees to keep copies of the Foreground Materials and store them in accordance with VTT's normal procedures solely on behalf of and for the exclusive benefit of Dyadic for a period of five years after the Commission has ended and VTT will provide Dyadic access to, and copies of the Foreground Materials if requested by Dyadic. VTT further agrees to physically destroy any copies of the Foreground Materials at any time within that five year period if such instructions are given to VTT in writing by Dyadic
9
THE OBLIGATIONS OF DYADIC
9.1
Dyadic commits to deliver the items needed for the execution of the work (as specified in the project plan) before the start date of the Commission.
10
SUBCONTRACT
10.1
It is expected that Dyadic shall use subcontractors as needed (hereinafter Subcontractors), to carry out glycosylation analytical services required in order to perform the Commission. Costs for such services are paid separately outside of the Commission budget by Dyadic. It shall be the obligation of Dyadic to enter into a subcontract with the Subcontractor(s) and to oblige the Subcontractor to perform its services with sufficient care and diligence and to provide results with sufficient quality and in a way that enables VTT to perform the Commission. All glycosylation Subcontractors will be approved by the Technical Group, who shall also determine the required quality specifications for the services of the Subcontractor(s).

3





11
SCHEDULE
11.1
The Commission shall be carried out between 15.9.2016 and 15.3.2019. The specified schedule is in Annex 1 .
11.2
VTT shall have the right to postpone the schedule of the Commission corresponding the delay if the delivery of any material or data by Dyadic or Subcontractor is delayed, or if the Subcontractor's work does not fulfil the agreed quality specifications, or in the cases mentioned in Section 8.1 of the VTT General Terms and Conditions.
12
ACCEPTANCE AND GO I NO GO DECISION
12.1.1
The acceptance of the Development Strains, milestones and the bonus targets will be based on the evaluation process that will be performed according to the Evaluation Protocols as set forth in Annex 5, in each of the Work Packages (WP1, WP2 and WP3).
12.2
The Commission shall be deemed to have been accepted 30 days after the delivery by VTT of the final report to Dyadic.
12.3
Dyadic retains the right to stop the Commission after one year from the start of the Commission. However, Dyadic will be required to provide VTT 90 days' notice to stop the Commission, and the notice must be given at the earliest one week prior to the one year anniversary of the Contract. If the notice is given, VTT will continue the ongoing experiments and wind down its activities during the 90 days period. In case Dyadic decides to stop the Commission, Dyadic shall be liable to pay VTT for the work performed until the end of the 90 days period and any confirmed bonus targets accomplished through the date of notification to stop the Commission.
13
PAYMENTS
13.1
Unless as otherwise permitted in Paragraphs 12.3 above and 17 below Dyadic shall pay VTT for the Commission, Work Packages 1 and 3 (as specified in Annex 1) a total sum of [*] euros. The payment is invoiced monthly, in the beginning of the month, in 30 equal instalments of [*] euros.
13.2
Dyadic shall pay VTT for the Commission, Work Package 2 (as specified in Annex 1) depending on the number of target proteins: [*] € for one target protein, [*] € for two target proteins, [*] € for three target proteins, [*] € for four target proteins, [*] € for five target proteins and [*] € for six target proteins. The payment is invoiced in monthly equal instalments for the duration of WP 2.
13.3
Dyadic shall pay VTT for accomplishment of bonus targets, as specified in the project plan (Annex 1 ). Bonus payments shall be invoiced in 30 days from the date of the Governing Group meeting, where the achievement of the bonus targets have been accepted in writing by both VTT and Dyadic.
13.4
The invoicing address of Dyadic is
Dyadic International (USA), Inc.
140 lntracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5094 USA
Additionally all invoices are to be emailed to jlatiuk@dyadic.com and cc to tdubinski@dyadic.com and rtchelet@dyadic.com .
13.5
In addition. Dyadic undertakes to reimburse VTT for travelling (e.g. to project meetings) expenses at actual costs as defined in the Travelling Compensation Regulations of VTT. All travelling VTT personnel will need to be agreed to and approved by Dyadic in writing in advance.

4





13.6
The term of payment is 45 days from the date the date of the invoice. The interest on overdue payments shall be charged according to the Finnish Interest Act (20.8.1982/633). Possible debt collection charges shall be added, when applicable. Value added tax (VAT) and any other taxes and fees imposed by authorities outside of Finland shall be added, when applicable, to the price agreed upon in the Contract.
14
CONFIDENTIALITY AND RIGHT TO PUBLISH FOREGROUND
14.1
Non-disclosure agreement between the parties is as Annex 4 .
14.2
VTT is entitled to publish information concerning the Commission and its Foreground as follows. In scientific publications and conference presentations solely with a written separate approval by Dyadic's CEO, which may be withheld by Dyadic in its sole discretion.
14.3
In case Dyadic is publishing the Foreground, VTT contribution and people involved should be mentioned in appropriate manner.
14.4
All use of VTT's and/or Dyadic's name and logotype for advertising and other sales promotion purposes (including press releases) is subject to prior written consent of VTT and Dyadic.
15
OWNERSHIP AND USER RIGHTS
15.1
All Dyadic's Background (including genetic materials, molecular tools, data and proprietary information) provided to VTT will be owned solely by Dyadic and VTT will only be granted a research license to utilize such materials, information and Background within the Dyadic funded projects and work being done for or on Dyadic's behalf. For the avoidance of doubt, all improvements, including any inventions, discoveries and all intellectual property relating there to. other than those improvement specificaly covered by Section 15.2, that arise out of the Commission or relate to the Dyadic Background shall be solely owned by Dyadic.
15.2
Foreground Materials of the Commission (including possible intellectual property rights) shall be the sole property of Dyadic. However, all improvements (including possible intellectual property rights) to VTT Synthetic Promoter Technology, even if included in the Foreground, shall be the property of VTT.
15.3
Dyadic and its licensees and their sub-licensees will have the rights to use, royalty free any and all Foreground Materials worldwide, including any and all Development Strains developed using VTT's Synthetic Promoter Technology if a separate license agreement has been concluded and signed between VTT and Dyadic on VTT's Synthetic Promoter technology. VTT will not incorporate the use of synthetic promoters in the Commission unless VTT and Dyadic have executed such license agreement and have entered into such license.
15 4
VTT agrees it will not work on C1 Strains for anyone other than Dyadic on pharmaceutical applications and/or processes (animal or human. including but not limited to active pharmaceutical ingredients or catalysts) during the Commission or for a period of three years afterwards, unless so authorized in writing by the CEO of Dyadic. Dyadic will have a first right of refusal if VTT is presenting new ideas related to C1 Strains for pharmaceutical applications and/or processes during the Commission.
15.5
Upon Dyadic's CEO's consent by written notice, VTT shall have the right to use the Foreground in its internal, non-commercial R&D in the pharmaceutical field. However, this consent can be withheld, or withdrawn at any time at Dyadic's sole option. VTT also agrees that it will not file any patent(s) or make any disclosures such as publications or at conferences or otherwise directly to, or in any way relating to Dyadic owned Background or Foreground of the Commission without Dyadic's CEO's written permission.
15.6
Value Added Tax and any other taxes, fees or charges imposed by authorities outside Finland shall be added, when applicable, to all payments and fees in accordance with applicable legislation
16
VTT REPRESENTATIONS & WARRANTIES TO DYADIC
16.1
VTT represents that on the Effective Date to its reasonable knowledge, it is not aware of any third party patents or agreements that would prevent VTT from conducting the research under this Contract

5





The Parties agree in good faith to keep each other informed of possible patents or publications that have come to their attention during the Commission and that may, to their
reasonable understanding, interfere with or affect the performance of the Commission. In such cases VTT will discuss the strategies that will be taken in the project with Dyadic and these strategies will be decided and approved by Dyadic. However, all Foreground is provided "AS IS" and with the exception of what has been explicitly set forth in this Section 16, VTT makes no representations or warranties of any kind, whether express or implied, with respect to its services, the Foreground or any other materials provided under this Contract, including but not limited to accuracy, completeness, merchantability, fitness for a particular purpose and non-infringement of third party rights such as copyrights, trade secrets or any patent. VTT shall not have any liability whatsoever for the use of the Foreground or any other materials by Dyadic.
16.2
VTT may, at its sole discretion, during the Commission, reasonably assist Dyadic, at Dyadic's expense in certain legal or other proceedings, relating to scientific evaluations, patent prosecution and potential expert opinions. Such additional work shall be charged separately in accordance with VTT's fees.
17
TERMINATION
17.1
Dyadic has the right to stop the Commission at its sole decision, after one year from the start of the Commission as set forth in Section 12. Otherwise the Commission will continue as planned. For the sake of clarity, Section 13 of VTT's General Terms and Conditions shall also apply.
18
DISPUTES
18.1
All disputes arising out of or in connection with this Contract which cannot be solved amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The language of the arbitration shall be English. The arbitration shall be held in Bern, Switzerland. The award of the arbitration will be final and binding upon the Parties. Nothing in this Contract shall limit the Parties' right to seek temporary injunctive relief or to enforce an arbitration award in any applicable competent court of law.
18.2
This Contract and all transactions contemplated by this Contract shall be governed by, and construed and enforced in accordance with, the laws of Switzerland (Bern) without regard to principles of conflicts of laws.
19
NOTICES
19.1
VTT's contact person in connection with this contract is Jouni Ahtinen
19.2
Dyadic's contact person in connection with this contract is Mark Emalfarb.
Any notice to be given under this contract shall be sent by mail or in electric form to the following address:
VTT
Address: Tietotie 2, 02044 Espoo, Finland
E-mail: Jouni.ahtinen@vtt.fi
Dyadic International, USA, Inc.
Address: 140 lntracoastal Pointe Drive, Suite# 404, Jupiter, Florida, 33477 USA
E-mail: memalfarb@dyadic.com Including a copy to: tdubinski@dyadic.com
20
DURATION OF THE CONTRACT
20.1
This Contract shall enter into force on the latest date of signature by the Parties ("Effective Date") and shall be in force until the Commission has been carried out, and any extensions thereof, excluding the Articles, the legal effects of which are meant to survive the termination or expiration of the Contract.


6





SIGNATURES
Place: Espoo, Finland
Place: Jupiter, Florida, USA
 
 
Date: Sept 5, 2016
Date: Sept 2, 2016
 
 
VTT
Dyadic International USA, Inc.
 
 
/s/ Jussi Manninen
/s/ Mark Emalfarb
Jussi Manninen
Mark Emalfarb
Executive Vice President
CEO
 
 
ANNEXES
 
 
 
Annex 1: Project plan
Annex 2: VTT   General Terms of contract
Annex 3: Material Transfer Agreement
Annex 4: NOA executed between the parties
Annex 5: Evaluation protocol

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Annex 1: Project plan



5.9.2016
 

VP Research & Business Development
Ronen Tchelet
Dyadic International Inc.
CONFIDENTIAL
Therapeutic protein production in Dyadic's C1 fungal expression system
Dyadic International is developing its fungal C1 (Myceliopthora thermophila) expression system to be a platform for therapeutic protein production. This project plan describes three work packages that provide the important first steps to realise this goal. The project comprises general improvement of the C1 system to be more robust, versatile and efficient therapeutic protein production platform, production of 1-3 model antibodies in the system and modification of the C1 glycosylation pathway to allow production of proteins with humanised glycans.
WP1 - Improving the efficiency and robustness of the C1 production system
[*]
WP2 - Production of 1-6 target proteins in C1
This WP description provides two options 1) a 'minimal' project where one to six target proteins (mostly non-glycosylated proteins, antibodies, antibody fragments, and FC-Fusion proteins) are expressed and the productivity is analysed and 2) an 'extended' project where one to six target proteins are expressed, productivity is analysed and the expression strategy is optimised in a second wave of production strains, whose productivity is analysed. One of the target antibodies of the project would come from Dyadic's client and one from Dyadic.
[*]
Work plan
[*]
WP3: Glycoengineering of C1
The aim of WP3 is to modify the C1 glycosylation pathway to produce human glycoforms.
The general goals for the project
[*]
[*]
[*]
[*]
[*]
Two major approaches will be used to introduce the first steps of the human-like glycosylation pathway: [*]
[*]
[*]
[*]
It can be expected that moderate levels of the specific human glycoforms may be reached by the first modification attempts for each step of the pathway. However, it is foreseen that for reaching the

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desired humanisation of glycosylation, optimisation is needed for the steps. This work will include e.g. testing of alternative heterologous glycan modifying enzymes and their localisation signals and varying their expression levels.
The major goals for the first year of this WP are to obtain good levels of the GlcNac2Man5 and G0 glycoforms. The major goals for the rest of the time are to reach high G0 levels and construct the galactosylation and fucosylation pathways into C1.
Time line and milestones
Total duration of the project will be 2 years and six months. The timeline of the different tasks are given in the table below.
[*]
The milestones of the project are the following:
[*]
Resources and costs
[*]
The price for one FTE is [*] k€. This covers all VTT's costs including reagents and consumables. The costs of glycan analytics by an external service provider are not included.
Bonus targets
Dyadic will pay VTT bonus fees based on the success of the project according to the following bonus targets:
BT1 : Production of at least 1 full-length antibody at [*]
BT2 : Production of at least 1 full-length antibody at [*]
BT3 : Production of at least 1 full-length antibody at [*]
BT4 : Production of at least 1 full-length antibody at [*]
BT5 : [*]
BT6 : [*]
BT7 : [*]
BT8 : [*]
The bonus payment sums are given in Euros in Table 1 below.

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Table 1 - Milestone bonuses for the best 3 mAbs and glycoengineering work.
 
Year 1
Year 2
Year 3
H1
H2
H3
H4
H5
BT1
 
 
 
 
 
BT2
 
[*]
[*]
 
 
BT3
 
 
[*]
[*]
[*]
BT4
 
 
[*]
[*]
[*]
BT5
 
 
[*]
[*]
 
BT6
 
 
[*]
[*]
[*]
BT7
 
 
 
[*]
[*]
BT8
 
 
 
 
[*]
 
 
 
 
 
 
(*)
The BT1 - BT4 milestones are for each antibody for a maximum of 3 mAbs.
[*]
VTT Background includes VTT Synthetic Promoter technology (applied patent FI20165137 EXPRESSION SYSTEM FOR EUKARYOTIC MICROORGANISMS)


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VTT GENERAL TERMS OF CONTRACT 1.4.2016

1.
SCOPE OF APPLICATION
1.1
These VTT General terms of contract (hereinafter referred to as General Terms) shall be applied as a part of a project agreement (hereinafter referred to as Project agreement) between VTT Technical Research Centre of Finland Ltd (hereinafter referred to as VTT) and the client (hereinafter referred to as Client) with which they (hereinafter VTT and the Client together referred to as Parties, each a Party) agree on work done or service offered by VTT (hereinafter referred to as Project) provided that the contract documentation includes a reference to these General Terms (hereinafter the entire contract documentation is referred to as Contract)
1.3
An offer to which these General Terms are attached shall be valid for one (1) month from the data of the offer
1.4
The Contract or any rights and/or obligations arising therefrom cannot be transferred to a third party unless the other Party has accepted the transfer.
1.5
No modification in or addition to single provisions of the Contract shall be valid unless made in writing and signed by authorized representatives of the Parties.
1.6
If the Contract documentation has contradictory contents, the documents shall prevail in the in the following order 1) Project agreement, 2) order confirmation,        3)        offer,        4        order, 5) these General Terms and 6) request for offer Notwithstanding the foregoing if VTT has acquired funding for the Project from any third party, any possible terms imposed by the financer(s) shall prevail

2.
PROJECT GOVERNING GROUP
2.1
The Parties shall appoint a responsible contact person for the Project A Party shall be notified of a change of the other Party's responsible contact person.
2.2
If it is mentioned in the Contract that the Project is directed by a governing group (or a similar management body), the Project shall be directed by a governing group with an equal amount of members from both Parties.
2.3
The governing group shall handle matters concerning the Project and particularly control and direct the execution of the Project within the limits of the Contract Therefore the governing group shall
specify the objectives of the Project and accept the Project plans,
handle the revisions of and modifications in the Project plan and present them, when necessary, to the Parties for acceptance,
control the progress of the Project and support the activities of the Project manager,
accept the results of the Project end state when the Project has been finalized.
2.4
The governing group cannot modify the Contract or its appendices unless separately agreed upon in writing between the Parties

3.
PAYMENTS
3.1
Payments for the Project shall be agreed upon in the Contract. The price shall be stated in euros
3.2
Value Added Tax(VAT) and any other taxes and fees imposed by authorities outside of Finland shall be added, when applicable, to the price agreed upon in the Contract.
 
3.3
If the objective or schedule of the Project is modified or if any essential modifications, mutually agreed by the Parties, occur in the cost level during the validity period of the Contract, the payments shall be adjusted accordingly from the data the modifications take place
3.4
Unless otherwise agreed upon in writing, VTT shall invoice the agreed price in monthly installments in accordance with the schedule of the Project.
3.5
VTT shall retain the ownership of the Foreground (as defined in section 5.3) until the Client has fulfilled its obligation for payment.
3.6
Invoices shall be paid within twenty-one (21) days of date of the relevant invoice. Interest on overdue payments shall be charged in accordance with the Finnish Interest Act (20 8.1982/633). Possible debt collection charges shall be added to invoices. All remarks to invoices shall be made within eight (8) days of the date of the relevant invoice.
4.
CONFIDENTIALITY
4.1
Confidential information shall mean all information (including but not limited to any knowledge, know-how, trade secrets, technological and commercial information, device and software (including software code)), whether or not subject to or capable of protection by copyright, patent, trademark or other intellectual property rights which relates to the Project and is disclosed by or on behalf of one Party (hereinafter referred to as Disclosing Party) to the other Party (hereinafter referred to as Receiving Party) In whatever form including but not limited to in writing, orally, electronically or by observation (hereinafter referred to as Confidential lnformation).
4.2
The Receiving Party shall keep Confidential Information disclosed to it in strict confidence and not disclose it to any third parties without the prior written consent of the Disclosing Party. The Receiving Party shall have the right to use Confidential Information solely for the purposes of carrying out its rights and obligations under the Contract.
4.3
Information disclosed shall not be regarded as Confidential Information to the extent that the Receiving Party demonstrates that the Information:
a)
is or becomes published or otherwise generally available to the public without violation of the Contract, or
b)
is already known to the Receiving Party at the time of disclosure; or
c)
Is lawfully obtained by the Receiving Party from a third party without any restrictions on confidentiality: or
d)
is developed by the Receiving Party without any use of Confidential Information.
4 4
If the Receiving Party is required, pursuant to an administrative or a judicial action or subpoena, to disclose the Disclosing Party's Confidential Information, the Receiving Party shall have the right to make such disclosure, provided that the Receiving Party shall prior to any such disclosure notify the Disclosing Party to the extent the Receiving Party is lawfully allowed to do so, and that the Receiving Party shall give the Disclosing Party the opportunity to seek any legal remedy the Disclosing Party considers necessary to protect its Confidential lnformation.
4 5
The obligation for confidentiality shall be in force for a period of five (5) years after the termination or expiry of the Contract, unless a different confidentiality period is separately agreed in writing between the Parties.

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4.6
Notwithstanding the confidentiality obligation stated above, VTT has a right, if necessary for the performance of the Project. to disclose Confidential Information to its subcontractors and to organizations belonging to VTT Group, provided that they have a legitimate need to know and that they are bound by similar confidentiality obligations as those contained herein.
4 7
VTT has a right to mention the Project and the name of the Client as a reference.
5.
OWNERSHIP AND USER RIGHTS
5 1
Information, ideas, methods, solutions, devices, data and other material supplied by one Party to the other Party, irrespective of whether they are or can be protected by intellectual property rights, that are generated outside the Project (hereinafter referred to as Background), belong to the supplier Party if the Background of VTT is needed for exploitation of the Foreground, the conditions for such user rights to the Background shall be subject to a separate written agreement.
5 2
Information, ideas, methods, solutions, devices, data and other material irrespective of whether they are or can be protected by intellectual property rights, which are presented or generated by VTT for the achievement of Foreground but which will not form a part of the Foreground (for example research tools generated to achieve certain Foreground), shall be the property of VTT.
5 3
Information, ideas, methods, solutions, devices, date and other material, including also reports, irrespective of whether they are or can be protected by intellectual property rights, which are generated in the Project and which will form a part of the results (hereinafter referred to as Foreground) shall be the property of the Client unless
a) It is stated in the Contract that the subject of the Project concerns the core technology of VTT and/or
b) the Foreground consists of software, database(s), layout-design(s) of an integrated circuit or a biological finding (including but not limited to gene sequence(s), target molecule(s), micro organism(s) etc).In these cases, VTT shall retain the ownership of the Foreground intellectual property rights and other rights whereas the Client shall be granted separately defined user rights to such Foreground in accordance with the Client's reasonable needs and the technical scope of the Project.
5.4
Each Party is entitled to use the Background obtained from the other Party only for the performance of the Project.
5 5
The devices and instruments acquired for the performance of the Project by VTT shall be the property of VTT .
5 6
VTT shall be entitled to use general expertise and experience originating from the Project also in its work and activities outside the scope of the Contract

6.
RIGHT TO EMPLOYEE INVENTION
6.1
The Client shall have ownership to inventions that are part of the Foreground and that under the Contract shall become the property of the Client.
6 2
An Inventor that is an employee of VTT shall notify VTT in writing of the employee invention according to the Finnish Act on the Right in Employee Inventions (29.12.19671656). After VTT has received said notification from the Inventor, VTT Shall notify the Client of the invention without undue delay.
 
6 3
The Client shall notify VTT in writing about its claim to the invention within two (2) months from the dale of VTT's notification to the Client (as provided in clause 6.2 above) at the risk of losing all its rights to the invention.
6.4
The Parties shall see to it that premature publication of inventions is prevented
6 5
The inventor(s) shall always be credited with having generated the invention in accordance with applicable legislation. The inventor shall be entitled to a fair compensation for the invention. The costs related to patenting and compensation to the inventor shall be paid by the Party that under the Contract is the owner of the invention. The amount of the fair compensation to the inventor shall be determined in accordance with applicable legislation and in accordance with the inventor compensation scheme of the Party who is the owner of the invention under the Contract, and in case the Client does not have a compensation scheme, VTT's compensation scheme shall be applied.

7.
DOCUMENTS AND MATERIAL PROVIDED BY THE CLIENT
7 .1
Documents obtained from the Client shell be handled in accordance with the confidentiality obligations stated herein.
7.2
Material, samples or specimens delivered by the Client to VTT for the performance of the Project shall be kept by VTT at maximum for three (3) months from the date the Foreground is delivered to the Client The Client shall not be entitled to compensation if the appropriate execution of the Project has required measures resulting in destruction, deterioration or decrease of the material or test item.

8.
THE RIGHTS AND OBLIGATIONS OF VTT
8.1
VTT shall carry out the Project within the agreed schedule. If no schedule has been agreed upon, the Project shall be carried out without undue delay VTT shall have the right to postpone the agreed schedule in case a delay is caused by Force Majeure (as defined in clause 12), by the Client, or a cause the Client is responsible for
8.2
VTT shall carry out the tasks defined lo the Contract using reasonable skill, care and diligence. VTT shall take care that the personnel carrying out the Project has suitable competence. The Client has to invoke a defect in the performance of the Project: in two (2) weeks after the delivery of the Foreground. In case of defect, VTT shall always have the right to correct or replace its performance before the Client may invoke any other remedies.
8.3
VTT shall not be entitled to use subcontractors, except organizations belonging to the VTT Group, to carry out the Project or a major part of it without written consent from the Client.
8.4
If damage is caused to VTT or the scope of the Project is changed, delayed or suspended because of the Client, or due to a cause the Client is responsible for, VTT shall be entitled to compensation for the resulting expenses and damage.
8.5
VTT shall not give any warranty or guarantee, expressed or implied, for the performance of the Project, Foreground, Background, devices, Instruments, material or goods• delivered by VTT.
8 6
The terms of delivery of VTT's devices, instruments, material or goods shall be "Ex Works VTT (lncoterms 2010)".


12

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9.
THE RIGHTS AND OBLIGATIONS OF THE CLIENT
9.1
The Client shall have the right to follow the progress of the Project.
9 2
The Client shall give VTT all the necessary data and information needed for carrying out the Project and access to necessary equipment and other resources in case the use of such equipment and other resources has been agreed upon.
9.3
The risk of damage for accidental destruction of foreground shall be transferred to the Client at the the time the Foreground or part thereof has been delivered to the Client. If the Foreground has not been delivered on the agreed date due to a delay caused by the Client. the risk of damage shall be transferred to the Client on the day when the delivery should have taken place.
9.4
If the Project is carried out in the Client's premises or at premises the Client is responsible for, the Client shall attend to health and safety at work for the employees of VTT or other persons working for VTT for the carrying out of the Project.

10.
PUBLICATION OF FOREGROUND
10.1
The owner of the Foreground is entitled, at its discretion. to publish the final research report Included In the Foreground, in its entirety. Partial publication of the research report Is only permissible by prior written authorization from VTT.
10.2
In publication of the Foreground. the name of VTT shall be mentioned in an appropriate manner.
10.3
All use of VTT's name and logotype for advertising and other sales promotion purposes Is subject to prior written consent of VTT.
10.4
For verifying (or, rectifying as the case may be) claims or statements regarding the Project presented In public, VTT shall have the right to disclose information of the Foreground to a third party or the public: only to the extent and in ease needed to verify or rectify such claims.

11.
VTT's LIABILITIES
11.1
VTT shall be liable for carrying out the Project as stipulated in the Contract. VTT shall be liable for the work of a subcontractor.
11.2
VTT shall be liable only for direct damage suffered by the Client as a result of VTT's negligent or international act or omission.
11.3
The liability of VTT shall, however, in all cases be limited to the price paid to VTT for the Project. VTT shall not be responsible for indirect damage or consequential losses.
11.4
The Parties expressly affirm that they are aware of the technical and other risks attached to the Project and knowingly accept these uncertainties, and the fact that the results and the goals of the Project may not necessarily be achieved, as inherent in the nature of research and development work.
11.5
When granting user rights to Background and/or Foreground, the Parties undertake to use reasonable endeavours to ensure the accuracy thereof. However, the Party granting such user rights shall be under no further obligation or liability in respect of the same and no warranty, condition or representation of any kind is made, given or to be implied and the recipient Party shall in any case be entirely responsible for the user of such Background and/or Foreground. Furthermore, VTT shall not in any case be liable for damage or claims related to product liability and the Client shall indemnify and hold
 
VTT harmless from and against any such damage, liabilities or claims.
11 6
The liability of VTT shall expire at the latest one (1) year after the delivery of the Foreground. If the Foreground has not been delivered at tho agreed moment due to a delay caused by the Client, the above mentioned period shall start on the day the delivery about have taken place.
11.7
Any claims regarding the Project shall be presented within she (6) months from the date VTT's liability expires at the risk of the Client losing its right to claim compensation.

12.
FORCE MAJEURE
12 1
Force Majeure is an event that prevents, or makes unduly difficult, the performance of the Project within the agreed schedule. Such events shall be war, rebellion, natural catastrophe, general interruption in energy distribution, fire, a limit imposed by the state budget or the Government of Finland to the activity of VTT strike, embargo, or some other equality significant and unusual event independent of the Parties (hereinafter referred to as Force Majeure). The delay of an approved subcontractor caused by the above mentioned events is also considered Force Majeure.

13.
TERMINATION OF THE CONTRACT
13.1
If a Party essentially bleaches the terms of the Contract, the other Party shall have the right to terminate the Contract.
13.2
If the Client breaches the terms of the Contract, VTT shall be entitled to temporarily suspend the Protect lnstead of terminating the Contract until it is determined whether the breach of Contract leads to termination of the Contract.
13.3
Either Party shall have the right to terminate the Contract if the other Party is obviously insolvent or is filed for bankruptcy or liquidation or any other arrangement for the benefit of its creditors.
13.4
Either Party shall have the right to terminate the Contract if the fulfillment of Contract as a result of continued Force Majeure becomes impossible or is essentially delayed or delayed for over twelve (12) months.
13 5
In case of early termination, the Client shall be obliged to pay VTT for the part of the Project acceptably performed until the date of termination, or if it is agreed that VTT shall finalized the Project of a specific part thereof, until the date the Project was finalized Correspondingly VTT shall deliver the Foreground generated and that under the Contract shall become the property of the Client, once has fulfilled its payment obligation.
13.6
VTT shall be entitled to compensation for reasonable expenses and damage due to the early termination if the termination is caused by he Client or a cause it is responsible for.

14.
DISPUTES
14.1
Any disputes, controversy or claim arising out of or relating to the Contract or the breach, termination or validity thereof which cannot be solved amicably shall be submitted:
in case the Client Is established In the EFTA or EU stales, to tho District Court of Helsinki, Finland (court of first Instance),
In case the Client is established outside the EFTA and EU states, to arbitration procedure and shall be finally settled in accordance With the Arbitration Rules of the Finland Chamber of Commerce by one

13

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or more arbitrators appointed in accordance with said rules. The language of arbitration shall be English and the place of arbitration shall be Helsinki, Finland.
14.2
The Contract shall be governed by the laws of Finland, excluding choice of law provisions.

14



MATERIAL TRANSFER AGREEMENT
THIS MATERIAL TRANSFER AGREEMENT ("Agreement") is made and entered into as of May 10th 2016 (the "Effective Date"), by and between DYADIC INTERNATIONAL (USA), INC. , a Florida corporation, with its principal place of business at 140 lntracoastal Pointe Drive, Suite 404, Jupiter, FL 33477 ("Dyadic") and the undersigned party ("Recipient").
WHEREAS , the parties hereto have entered into that certain Mutual Non-Disclosure Agreement dated 12.4.2016 (the "Confidentiality Agreement') which remains in full force and effect; and
WHEREAS , Recipient desires to obtain and Dyadic Is willing to provide samples of certain proprietary and/or patented materials for testing and evaluation In accordance with the terms and conditions of this Agreement.
NOW THEREFORE , for good end valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Scope of Use .
(a)     Materials .   The materials covered by this Agreement include certain of Dyadic's proprietary and/or patented materials Including, but not limited to, genes, promoters, vectors, microorganisms, other genetic materials, enzymes, enzyme mixes and technologies (the "Materials"). The Materials also Include any biological or chemical material that represents a substantially unmodified copy of the Materials such as. but not limited to, material produced by growth of cells or microorganisms or amplification of the Materials as well as materials created from the Materials that are modified lo have new properties.
(b)     Shipment .   Materials will be delivered DDP (lncoterms 2010) "VTT".
(c)     Use and Evaluation .   Recipient agrees that the Materials will only be used for research purposes In Recipient's laboratory and tor no other purpose at any other location without the prior written consent of Dyadic. Recipient will use the Materials only In R&D collaboration with Dyadic as defined In separate agreements(s).
SUBJECT TO 1(b), RECIPIENT ASSUMES ALL RISK AND RESPONSIBILITY IN CONNECTION WITH THE RECEIPT, HANDLING, STORAGE, DISPOSAL, TRANSFER AND USE OF THE MATERIALS INCLUDING, WITHOUT LIMITATION, TAKING ALL APPROPRIATE SAFETY AND HANDLING PRECAUTIONS TO MINIMIZE HEALTH OR ENVIRONMENTAL RISK.
(d)     Dissemination .   Recipient agrees that It will not give, sell, lend, distribute, disseminate or otherwise transfer the·Materials or share any information about the Materials with or to any third party except to those employees of Recipient with a special need to know and work with such Materials who have agreed to abide by the terms of this Agreement. Recipient shall Immediately notify Dyadic upon discovery of any unauthorized distribution or dissemination of the Materials.
(e)     Warranty Disclaimer .   THE MATERIALS PROVIDED HEREBY ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TYPICALITY, SAFETY, ACCURACY AND NON-INFRINGEMENT.
(f)    Compliance with Laws.   Recipient agrees that any activity undertaken with the Materials will be conducted in compliance with all applicable foreign and domestic laws, regulations and guidelines.

15



2.
Intellectual Property Ownership
(a)     Ownership .   The Materials are of great value and Importance to Dyadic and have been developed over a long period of time at substantial expense to Dyadic. Recipient acknowledges that (i) Dyadic or Its affiliates own all right, title and interest in the Materials and provided that the Parties have agreed separately in writing which on Dyadic's behalf must be in writing by its CEO, that findings arising out of the evaluation and improvement of the Materials by the Recipient (including but not limited to improvement, useful composition, structural modification or derivative of the Material and particular use of the Material) are owned by Dyadic, any modifications and/or Improvements to the Materials; and (ii) no rights under any intellectual property of Dyadic or its affiliates or rights In any other materials or Confidential Information (as defined in the Confidentiality Agreement") that could not have been attained without the use of the Materials, Is granted or implied as a result of providing the Materials to Recipient. Nothing contained In this Agreement shall restrict Dyadic's right to use, disclose, sell, assign, distribute or otherwise transfer the Materials to any person or entity for any purpose.
(b)     Filing of Patents .   Provided that the Parties have agreed separately in writing which on Dyadic's behalf must be in writing by its CEO, that findings arising out of the evaluation and Improvement of the Materials by the Recipient (including but not limited lo improvement, useful composition, structural modification or derivative of the Material and particular use of the Material) are owned by Dyadic, Recipient agrees that It will not file any patent directed to or Including any claim covering the Materials, any improvement, useful composition, structural modification or derivative of the Material or any particular use or the Material as contemplated by this Agreement, unless and until either (i) a license agreement is entered Into between the Parties which shall Include provisions under which such a patent may be filed and such other terms and conditions as are typical of such agreements, Including, but not limited to, provisions for exclusivity, ownership of intellectual property, license fees and/or royalties; or (ii) Dyadic's CEO provides his prior written consent If Recipient files a patent application In breach of this Agreement, Recipient hereby agrees that Dyadic shall own all right, title and Interest in and to such patent. Notwithstanding the foregoing, nothing shall prevent or prohibit Dyadic from filing a patent directed to or Including a claim covering the Materials that does not include claims or findings which arose out of the evaluation of the Materials by Recipient.
3.
Commercialization: Publication
(a)     Commercialization .   Provided that the Parties have agreed separately in writing, which on Dyadic's behalf must be in writing by its CEO, that findings, Improvements, strains and genetic materials arising out of the evaluation or the Materials by the Recipient (including but not limited to improvement, useful composition, structural modification or derivative or the Material and particular use of the Material) are owned by Dyadic, any commercial use of the Materials, products containing or derived from the Materials, or any other material that could not have been made without the Materials, without Dyadic's prior written consent, Is expressly prohibited. None of the Materials provided hereunder shall be used, directly or indirectly, for any commercial development unless a license granting the same or a specific agreement is executed between the Parties.
(b)     Publication .   Recipient will not publish the results of its experiments on or analysis of the Materials without the prior written approval of Dyadic's CEO. Recipient agrees to acknowledge Dyadic and any contributor Indicated by Dyadic as the source of the Materials In all publications end patent applications that reference the Materials.
4.     Indemnification .   Subject to limitation of liability contained in 6 (k) below, the Recipient agrees to Indemnify, defend, and hold harmless Dyadic and its officers, directors, employees end consultants (each, an "Indemnitee") against ell direct damages incurred by Indemnitee directly arising under this Agreement from the use, receipt, handling, storage, transfer, disposal and other activities relating to the Materials or related know-how thereunder by Recipient, Its employees, directors, consultants, agents or any third parties to whom VTT has delivered the Materials, unless caused by the negligence of Dyadic.

16



5.     Term: Termination .
(a)     Term .   The term of the Evaluation shall be for a period of two (2) years commencing on the Effective Dale and ending on the second anniversary of the Effective Dale, unless otherwise agreed on a separate agreement. The obligations of the Recipient hereunder shall remain in force for a period of five (5) years from the Effective Date.
(b)     Termination .   Either party hereto may terminate this Agreement by providing the other party with thirty (30) days prior written notice. Upon termination of this Agreement, nothing herein shall be construed to release the parties hereto from any obligation that matured prior lo the effective date of such termination.
(c)     Return or Destruction of Materials .   Upon the expiration of this Agreement, by a written request by Dyadic, Recipient agrees to destroy any surplus Materials, return all documents, samples, and other tangible items containing or representing Confidential Information, and all copies thereof, erase or destroy all Confidential Information contained in computer memory or data storage apparatus, end certify in writing that it has compiled with the terms of this Section 5(c).
6.
Miscellaneous .
(a)     Governing Law .   This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced In accordance with, the laws of Switzerland (Bern) without regard to principles or conflicts of laws.
(b)     Jurisdiction and Venue .   All disputes arising out of or in connection with this Agreement which cannot be solved amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed In accordance with said Rules. The language of the arbitration shall be English. The arbitration shall be held in Bern, Switzerland. The award of the arbitration will be final and binding upon the Parties. Nothing in this Agreement shall limit the Parties' right to seek temporary Injunctive relief or to enforce an arbitration award in any applicable competent court of law.
(c)     Waivers .   The failure or delay of any party at any time lo require performance by another party of any provision of this Agreement, even If known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.
(d)     Severability . If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be Inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision or this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.
(e)     Assignments . Neither Party shall assign its rights and/or obligations hereunder without the prior written consent of the other Party other than by sate and/or license by Dyadic of its interest in such rights and obligations to a third party.
(f)     Amendments . The provisions of this Agreement may not be amended, supplemented, waived or changed without written consent of the Parties.

17



(g)     Binding Effect . All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns.
(h)     Counterparts . This Agreement may be executed in one or more counterparts, each or which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation or execution by telefax or e-mail of a signature page shall be binding upon any party so confirming.
(i)     Headings . The headings contained in this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
(j)     Third Parties . Unless expressly stated herein to the contrary, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is Intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.
(k)    Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR ITS EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE MATERIALS (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Both Parties agree that the limitations of liability set forth in this Agreement shall apply even if a limited remedy provided hereunder fails or its essential purpose. The Recipient's liability under this Agreement (Including but not limited to 4. Indemnification) shall be limited as follows:
(i) If the Parties have entered into a separate written agreement on the research work carried out by VTT for the Materials (a commission agreement), !he Recipient's liability under this Agreement is limited to the agreed total price of the commission

18



The limitations of liability contained in this Agreement shall not apply in case of gross negligence or willful misconduct.
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written
Dyadic International (USA) Inc.,
 
VTT Technical Research Centre of Finland Ltd.,
 
 
 
 
 
By:
/s/ Mark A. Emalfarb
 
By:
/s/ Jouni Ahtinen
Name:
Mark A. Emalfarb
 
Name:
Jouni Ahtinen
Title:
Chief Executive Officer
 
Title:
Key Account Manager
 
 
 
 
 
 
 
 
Address: Tietolie 2, 02044 Espoo, Finland


19



MUTUAL NONDISCLOSURE AGREEMENT
This MUTUAL NONDISCLOSURE AGREEMENT ("Agreement") is made and entered into as of 12.4.2016 (the "Effective Date"), between DYADIC INTERNATIONAL (USA), INC. , a Florida corporation, with its principal place of business at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477 and VTT Technical Research Centre of Finland Ltd., with its principal place of business at Vuorimiehentie 3, 00210 Espoo, Finland.
1.     Purpose . The parties wish to pursue a business opportunity of mutual interest related to development of fungal expression systems (such activity, the "Purpose") end in connection with the Purpose, each party may disclose to the other certain confidential technical end business information which the disclosing party desires the receiving party to treat as confidential.
2.    " Confidential Information " means any information disclosed in connection with the Purpose by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known or made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known or made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession.
3.     Non-use and Non-disclosure . Each party agrees not to use any Confidential Information of the other party other than for the Purpose. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information as needed for the Purpose. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which arc provided to the party hereunder. Notwithstanding the foregoing. if the receiving party is required by an administrative or judicial action or subpoena or law to disclose Confidential Information, the receiving party may disclose such information to the extent required by law; provided, however, that the receiving party gives, to the extent it is lawfully allowed to do so, the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
4.     Maintenance of Confidentiality . Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
5.     No Obligation . Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose.

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6.     No Warranty . ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIBS, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
7.     Return of Materials . All documents and other tangible objects containing or representing Confidential information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party's written request, except for a single copy kept solely for archival and compliance purposes.
8.     No License . All Confidential Information shall remain the property of the disclosing party. Nothing in this Agreement is intended to grant any rights to either party under any intellectual property right (including but not limited to patent, mask work right or copyright of the other party), nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.
9.     Term . The obligations of each receiving party hereunder shall survive for a period of five (5) years from the Effective Date.
10.     Remedies . Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
11.     Miscellaneous . A Party may not transfer or assign any of its rights and/or obligations under this Agreement to a third party without the prior written consent of the other Party. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of Switzerland (Bern) without reference to conflict of laws principles. All disputes arising out of or in connection with this Agreement which cannot be solved amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The language of the arbitration shall be English. The arbitration shall be held in Bern, Switzerland. The award of the arbitration will be final and binding upon the Parties. Nothing in this Agreement shall limit the Parties' right to seek temporary injunctive relief or to enforce an arbitration award in any applicable competent court of law. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authorized representative.
DYADIC INTERNATIONAL (USA) INC
 
VTT Technical Research Centre of Finland Ltd.,
 
 
 
 
 
By:
/s/ Mark A. Emalfarb
 
By:
/s/ Kirsi-Marja Oksman
 
Name: Mark A. Emalfarb
 
 
Name: Kirsi-Marja Oksman
 
Title: President and CEO
 
 
Title: Head of Industrial Biotechnology


21
Exhibit 10.14
Execution Version

[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.

RESEARCH SERVICES AGREEMENT
This RESEARCH SERVICES AGREEMENT (this “ Agreement ”), signed as of June 30, 2017, is entered into by and between DYADIC INTERNATIONAL, INC., a Delaware corporation with headquarters located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094 USA and U.S. tax identification number 45-04867472 (“ Dyadic ”), and BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY IN PHARMACEUTICALS, S.L.U., a company incorporated under the laws of Spain having its registered office at Louist Proust 13, 47151 Boecillo (Valladolid), Spain, and identification code -CIF number- B-86206695 (“ BDI Pharmaceuticals ”). Dyadic and BDI Pharmaceuticals are sometimes collectively referred to as the “ Parties ” and individually as a “ Party .” Certain capitalized terms used herein have the meanings assigned them in Article 1 hereof.
RECITALS:
I.
BDI Pharmaceuticals provides services for strain improvement, bioprocess development, bioprocess scale-up, bioengineering and contract production;
II.
Biotechnology Developments for Industry, S.L (“ BDI Holdings ”) holds 100% of the shares of BDI Pharmaceuticals and 79.2% of the shares of VLP-The Vaccines Company, S.L.U. (“ VLPbio ”), which develops human and animal vaccines based on a proprietary chimeric virus like particles technology platform;
III.
Dyadic is a global biotechnology company that has a proprietary biopharmaceutical protein production system based on the fungus Myceliopthora thermophila, nicknamed Cl. The Cl Technology (defined below) and other technologies may be used by BDI Pharmaceuticals pursuant to this Agreement for research and development activities in accordance with the terms of the Pharma License Agreement and solely on behalf of Dyadic;
IV.
This Agreement is being executed as a condition to the closing of the transactions contemplated by that certain Investment Agreement dated June 30, 2017 among Dyadic International (USA), Inc. (“ Dyadic Florida ”), BDI Holding and Inveready Innvierte Biotech II, S.C.R., S.A. (the “ Investment Agreement ”), pursuant to which Dyadic Florida is making a strategic investment in BDI Holding and its subsidiary, VLPbio, to, inter alia, enable BDI Holding and its subsidiary, BDI Pharmaceuticals, to fund BDI Pharmaceutical’s business plan;
V.
Contemporaneous with the Agreement and also as a condition to closing under the Investment Services Agreement, a Service Framework Agreement is being executed by the Parties, pursuant to which all contract research services other than the Services shall be provided by BDI Pharmaceuticals on behalf of Dyadic (the “ Service Framework Agreement ”);
VI.
The Parties wish to collaborate to develop results (the “ Results ”) for a biologic drug and/or vaccine for animal and/or human health using C1 Technology as an expression host in

1


accordance with the project described in Exhibit A attached hereto and made a part hereof (“ Project ”);
VII.
BDI Pharmaceuticals will assign, and will cause each of its permitted subcontractors hereunder to assign, all rights in and to any and all intellectual property developed during the commissioning of or yielded from the Project to Dyadic, or as directed by Dyadic; and
VIII.
The Parties desire to develop, for commercialization, one product candidate based upon the Results of the Project, which the Parties plan to commercialize under the terms and conditions set forth in the form Commercialization Agreement attached hereto as Exhibit E .
AGREEMENT:
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and the foregoing Recitals, which are incorporated herein and by this reference made a part hereof, and for other good and valuable consideration the receipt and adequacy of which hereby are mutually acknowledged by Dyadic and BDI Pharmaceuticals, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement shall have the meaning ascribed to them below, or as otherwise defined above or in the text of this Agreement.
(a)    “ AAA ” has the meaning set forth in Section 11.10 hereof.
(b)     “Action” has the meaning set forth in Section 9.1 hereof.
(c)     “Affiliate” means any person, corporation or other entity that controls, is controlled by, or is under common control with a Party. Control, with respect to such other corporation or entity, includes a person, corporation or other entity (i) owning or directly or indirectly controlling a majority of the voting stock or other ownership interest, (ii) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies, or (iii) possessing the power to elect or appoint a majority of the members of the governing body. For the avoidance of doubt, the term Affiliate when used with respect to BDI Pharmaceuticals shall include BDI Holdings and VLPbio.
(d)     “Agreement” has the meaning set forth in the Preamble.
(e)     “Applicable Project Spend” has the meaning set forth in Section 2.1 hereof.
(f)     “Background IP” has the meaning set forth in Section 5.1 hereof.
(g)     “BDI Holdings” has the meaning set forth in Recital II.
(h)     “BDI Pharmaceuticals” has the meaning set forth in the Preamble.

2


(i)    “ BDI Services Generated Tools ” means Genetic Tools generated in the course of the provision of the Services by BDI Pharmaceuticals and its Affiliates.
(j)    “ Best Efforts ” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as practical.
(k)    “ C1 Strains ” means, individually and collectively, the Myceliophthora thermophile strains transferred to and/or derived or generated therefrom in the Project or under this Agreement.
(l)    “ C1 Technology ” includes any and all Dyadic Materials, Dyadic Know-How, Dyadic C1 Genomic Information, C1 Strains, Dyadic Improved Strains and Genetic Tools.
(m)    “ Collaboration IP ” has the meaning set forth in Section 5.2 hereof.
(n)    “ Confidential Information ” has the meaning set forth in Section 7. I hereof.
(o)    “ Danisco Improved Strains ” has the meaning set forth in Pharma License Agreement.
(p)    “ Danisco Know-How ” has the meaning set forth m the Pharma License Agreement.
(q)    “ Danisco Patents ” has the meaning set forth in the Pharma License Agreement.
(r)    “ Disclosing Party ” has the meaning set forth in Section 7.1 hereof.
(s)    “ Dyadic ” has the meaning set forth in the Preamble.
(t)    “ Dyadic C1 Genomic Information ” means the current and future genome sequence of C1 Strains, genes and other genetic elements including genomic data derived from C1 and any associated annotations, software, software tools related thereto including any subsequent Dyadic C1 Genomic Information coming from Dyadic, or identified or developed in the Project or under this Agreement.
(u)    “ Dyadic Florida ” has the meaning set forth in Recital IV hereto.
(v)    “ Dyadic Follow-On IP ” has the meaning set forth in Section 5.6 hereof.
(w)    “ Dyadic Improved Strains ” means one or more C1 Strains modified to express intracellularly or extracellularly whether it is secreted or not a Pharmaceutical Product where the performance or characteristics of such C1 Strains, including, without limitation, with respect to any composition of matter produced or expressed therein has been materially alerted as a result of work done by or on behalf of Dyadic pursuant to this Agreement, where such C1 Strains, as materially altered, would, to one reasonably skilled in the art, be useful in the Pharmaceutical Field.

3


(x)    “ Dyadic Know-How ” means any and all information relating to the C1 genome, engineering, production, fermentation, composition and use of C1 Strains, as such information existed as of the Effective Date, and any and all subsequently transferred know-how and/or know-how that is developed by BDI Pharmaceuticals or its Affiliates that relates in any way to C1, the C1 Technology or fermentation process and media development.
(y)    “ Dyadic Materials ” means the materials set forth on Exhibit B and any subsequent transferred Dyadic Materials including any C1 Strains, Dyadic Improved Strains, Danisco Improved Strains, Genetic Tools, Dyadic C1 Genomic Information, Dyadic Know-How and/or any modifications or improvements identified and/or developed by BDI Pharmaceuticals or its Affiliates that relate in any way to C1 or the C1 Technology.
(z)    “ Dyadic Patents ” has the meaning set forth in Pharma License Agreement.
(aa)    “ Effective Date ” has the meaning set forth in Section 10.1 hereof.
(bb)    “ Genetic Tools ” means any composition of matter and genetic elements useful for using, manipulating, engineering, transforming, transfecting, modifying or altering a C1 Strain that was transferred to BDI Pharmaceuticals. Without limiting or expanding the foregoing Genetic Tools shall include those identified on Exhibit C and any subsequently transferred Genetic Tools and/or developed Genetic Tools developed by BDI Pharmaceuticals or its Affiliates that relate in any way to C1 Strains, and/or the C1 Technology. For the avoidance of doubt, Genetic Tools shall exclude the Danisco Background Technology and the Danisco Background Tools (each as defined in the Pharma License Agreement).
(cc)    “ Governing Group ” has the meaning set forth in Section 3.1 hereof.
(dd)    “ Government Official ” has the meaning set forth in Section 11.5 hereof.
(ee)    “ Indemnified Party ” has the meaning set forth in Section 9.1 hereof.
(ff)    “ Indemnifying Party ” has the meaning set forth in Section 9.1 hereof.
(gg)    “ Infringement Claim ” has the meaning set forth in Section 9.3 hereof.
(hh)    “Initial Product” has the meaning set forth in Exhibit A hereto.
(ii)    “ Investment Agreement ” has the meaning set forth in Recital IV hereto.
(jj)    “ Key Person ” means those persons listed on Exhibit D hereto.
(kk)    “ Negotiation Period ” has the meaning set forth in Section 6.1 hereof.
(ll)    “ Party ” or “ Parties ” has the meaning set forth in the Preamble.
(mm)    “ Person ” means a natural person, a corporation, a partnership, a trust, a joint venture, any governmental authority or any other entity or organization.

4


(nn)    “ Pharmaceutical Product ” has the meaning set forth in the Pharma License Agreement.
(oo)    “ Pharma License Agreement ” means the agreement between Danisco and Dyadic dated December 31, 2015, a redacted copy of which has been provided to BDI Pharmaceuticals for review in advance of executing this Agreement.
(pp)    “ Phase ” means a distinct period or stage in the development of the Project. In the first Phase, for example, BDI Pharmaceuticals will evaluate the expression of six (6) products. In the second Phase, BDI Pharmaceuticals and Dyadic will review expression of certain product candidates. In the third Phase, a single product candidate to be developed will be selected by the Parties for Dyadic’s commercialization. Each of the Phases is meant to be exemplary and the Parties may change the Phases as provided herein.
(qq)    “ Project ” or “ Project A ” has the meaning set forth in Recital VI and as more particularly set forth in Exhibit A attached hereto and made a part hereof, as may be amended by the Parties from time to time.
(rr)    “ Project Managers ” has the meaning set forth in Section 3.4 hereof.
(ss)    “ Project Objective ” has the meaning set forth in Section 8.3(d) hereof.
(tt)    “ Project Spend Measurement Period ” has the meaning set forth in Section 2.1 hereof.
(uu)    “ Quarterly Project Certificate ” has the meaning set forth in Section 2.2 hereof.
(vv)    “ Receiving Party ” has the meaning set forth in Section 7.1 hereof.
(ww)    “ Results ” has the meaning set forth in Recital VI. For the sake of clarity, Results, as defined herein, shall only include findings as they relate to the Project.
(xx)    “ R&D License ” has the meaning set forth in Section 5.4 hereof.
(yy)    “ Selected Product ” has the meaning set forth in Section 6.1.
(zz)    “ Service Framework Agreement ” has the meaning set forth in Recital V hereto.
(aaa)    “ Services ” means the activities set forth on Exhibit A , and any other Services that BDI Pharmaceuticals may perform or have performed on its behalf hereunder.
(bbb)    “ Sublicensee ” as used herein shall refer to BDI Pharmaceuticals and its Affiliates and also have the meaning set forth in the Pharma License Agreement.
(ccc)    “ Sublicense Agreement ” has the meaning set forth m the Pharma License Agreement.
(ddd)    “ Study Data ” has the meaning set forth in Section 4.2 hereof.

5


(eee)     “Technical Group” has the meaning provided in Section 3.2 hereof.
(fff)     “Term” has the meaning set forth in Section 10.1 hereof.
(ggg)     “Third Party” means any Person that is not a Party (or an Affiliate of a Party) to this Agreement, including without limitation other collaboration Partners.
(hhh)     “VLPbio” has the meaning set forth in Recital II hereto.
ARTICLE 2
BDI PHARMACEUTICALS R&D PROGRAM
2.1 Commitment of BDI Pharmaceuticals to Engage in the Project. BDI Pharmaceuticals covenants to Dyadic that over the two (2) year period commencing with the date hereof (the “ Project Spend Measurement Period ”), BDI Pharmaceuticals will spend not less than EUR 936,000 on the conduct of the Project in the performance of its obligations under this Agreement (the “ Applicable Project Spend ”), including, but not limited to, by way of illustration, and not in limitation: (i) the employment of scientific and non-scientific personnel to perform such activities; (ii) the engagement of consultants and other independent contractors to perform such activities for the Project’s benefit in whole or in part; (iii) the engagement of contract research organizations, which may include the engagement of VLPbio through an agreement that includes necessary protections for Dyadic including VLPbio’s consent to abide by all of the terms and conditions of this Agreement, to perform certain of such activities; and (iv) materials and supplies for use in connection therewith, provided that in calculating the amount of BDI Pharmaceuticals’ Applicable Project Spend, for each (a) of the costs relating to (ii) through (iv), which are provided by non-Affiliate third-parties, BDI Pharmaceuticals shall be deemed to have incurred an amount equal to BDI Pharmaceuticals contracted price plus 10%; and (b) full time equivalent position listed below appointed by the Technical Group during the Project Spend Measurement Period and providing services to the Project, BDI Pharmaceuticals shall be deemed to have incurred the amount listed below opposite the position title of Applicable Project Spend for each year during the Project Spend Measurement Period in which such employee is so employed and engaged on the Project, pro-rated for any partial year:
Project Manager
[*]  EUR
Senior Scientist
[*]  EUR
Junior Scientist
[*]  EUR
Technician
[*]  EUR
2.2 Project Reporting. Within thirty (30) days following the close of each calendar quarter beginning or ending within the Project Spend Measurement Period, BDI Holdings’ Chief Financial Officer and/or Chief Executive Officer shall furnish the Governing Group members with a detailed written report (the “ Quarterly Project Certificate ”) certifying (i) the amount of the Applicable Project Spend made by BDI Pharmaceuticals in the quarter then ended and the cumulative amount of Applicable Project Spend made by BDI Pharmaceuticals since the Effective Date, (ii) the actual to budget comparison of Applicable Project Spend for the quarter then ended and cumulatively since the Effective Date against the budgeted amount for the

6


Project as set forth in Exhibit A , or as superseded subsequent to the Effective Date by approval of the Governing Group indicating, as applicable, if there are spend variances for any monthly period in excess of ten percent (10%) of the approved budgeted amount, and (iii) an updated Project timeline which indicates all changes made since the prior timeline reported and cumulatively against the timeline set forth in Exhibit A , with a final Quarterly Project Certificate to be furnished by BDI Pharmaceuticals to Dyadic within thirty (30) days of the completion date of the Project; provided that the representatives of Dyadic, upon reasonable advance notice and at Dyadic’s expense, shall have the right to have an independent accounting firm review the books and records of BDI Pharmaceuticals and BDI Holdings upon the condition that such independent accounting firm execute and deliver to BDI Holding’s legal counsel, to verify the accuracy of the calculations set forth in the Quarterly Project Certificate(s), further provided that if such examination shall disclose a more than five percent (5%) negative variance between the amount of the Applicable Project Spend for the applicable quarter, BDI Pharmaceuticals shall pay all of the expenses for such independent accounting firm.
2.3 Scope of the Project. BDI Pharmaceuticals shall use its good faith Best Efforts to supply the necessary scientific staff, materials, laboratories, offices and other facilities to perform the Project described in Exhibit A . The Parties may amend the scope from time to time as provided herein.
2.4 Funding of the Project. BDI Pharmaceuticals shall be solely responsible for all costs associated with funding its performance of the Project.
2.5 Commencement of Project. BDI Pharmaceuticals shall commence performance of the Project immediately following the Effective Date.
ARTICLE 3
THE GOVERNING GROUP, THE TECHNICAL GROUP AND PROJECT MANAGERS
3.1 Governing Group. The Parties shall establish and maintain throughout the Term of this Agreement a Governing Group (the “ Governing Group ”) to oversee and direct the execution of the Project, as well as to oversee the Technical Group and the Project Managers. Except to the extent otherwise provided by mutual written agreement of the Parties, the Governing Group shall not disband until the expiration of the Term or earlier termination of the Agreement.
(a)     Functions of the Governing Group. The functions of the Governing Group shall be to: (i) review and approve modifications of the Project when presented by the Technical Group; (ii) review the most recent Quarterly Project Certificate and vote upon any matters, such as change of budget or time line, that arise based on such reporting; (iii) specify and approve the objectives of the Project; (iv) review and approve the results of each Phase as submitted to the Governing Group by the Technical Group; (v) review and approve revisions of and modifications to the Project plan, as submitted to the Governing Group by the Technical Group, and present them, when necessary, to BDI Pharmaceuticals and Dyadic for acceptance; (vi) control the progress of the Project and support the activities of the Project Managers; (vii) accept the achievement of milestones that have been reported since the last meeting and provide overall guidance to the Parties and Project Managers with regard thereto; (viii) monitor and control the Project budget and timeline and consider whether any proposed changes should be made; (ix)

7


exchange suggestions, ideas and recommendations pertaining to the overall achievement of the Project; (x) evaluate the commercialization recommendation, if any, submitted to the Governing Group by the Technical Group; and (xi) make commercial recommendations to the Parties when required under Section 6.1.
(b)     Composition. The Governing Group shall comprise the following members: Ronen Tchelet, Arin Bose, Matthew Jones, Tom Dubinski, Michael Weiss and Mark Emalfarb, who shall be Dyadic’s representatives and Pablo Gutierrez, Ana Gomez, [*] , who shall be BDI Pharmaceuticals’ representatives. The chair of the Governing Group shall be appointed by Dyadic and shall initially be Mark Emalfarb. Only representatives designated pursuant to this Section 3.1 (b) shall have the right to vote in the Governing Group, provided that if any representative of a Party is unable to attend a meeting of the Governing Group, another representative of that Party shall be entitled to attend and vote in his or her stead. The number of voting representatives may be increased upon mutual written agreement of the Parties. Each Party shall appoint or nominate its respective representatives to the Governing Group and, from time to time, may substitute one or more of its representatives. Additional representatives or consultants of a Party may from time to time, with the consent of the other Party (with such consent not to be unreasonably withheld or delayed) attend meetings of the Governing Group, subject to such representative’s and/or consultant’s agreement to comply with the confidentiality obligations at least equivalent to those set forth in this Agreement and provided that such additional representatives shall have no vote.
(c)     Governance. Decisions of the Governing Group shall be made by majority vote with each Party’s voting representatives participating in the vote collectively having one (1) vote.
(d)     Meetings. The Governing Group shall meet at least every three (3) months or as otherwise agreed in accordance with a schedule established by mutual written agreement of the Parties, with the location for such meetings determined by agreement of the Parties. Either Party may call for nonscheduled meetings of the Governing Group for good cause, which shall occur at mutually agreeable times. The Governing Group, upon mutual agreement, may meet by means of in person, teleconference, videoconference or other similar communications equipment. No meeting may be conducted unless at least two (2) voting representatives of each Party are participating.
3.2 Technical Group. The Parties shall establish a Technical Group (the “ Technical Group ”) to review and oversee the scientific and technical progress of the Project. Except to the extent otherwise provided by mutual written agreement of the Parties, the Technical Group shall not disband until the expiration of the Term or the earlier termination of this Agreement.
(a)     Functions of the Technical Group . The functions of the Technical Group shall be to: (i) review and manage the scientific and technical progress of the Project; (ii) review the objectives of the Project and notify the Governing Group of any proposed revisions of the Project plans that might be needed; (iii) notify the Governing Group of the results of each Phase of the Project; (iv) control the progress of the Project and support activities of the Project Managers; (v) handle and execute revisions of and modifications to the Project and present the same to the Governing Group for approval; (vi) monitor progress in achieving any performance benchmarks and provide overall guidance to the Parties and Project Managers with regard

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thereto; (vii) exchange suggestions, ideas and recommendations pertaining to the Project; and (viii) make commercialization recommendations to the Governing Group.
(b)     Composition . Each Party shall nominate its respective representatives to the Technical Group. Such nominees shall be subject to the mutual written approval of the Parties. Initially, the Technical Group shall comprise the following members: Ronen Tchelet, Arin Bose and Mark Emalfarb, who shall be Dyadic’s representatives and two persons to be appointed by DBI Pharmaceuticals’ promptly following the Effective Date of this Agreement by written notice to Dyadic. The chair of the Technical Group shall be appointed by Dyadic and shall initially be Ronen Tchelet.
(c)     Meetings . The Technical Group shall meet every month or as otherwise agreed in accordance with a schedule established by mutual written agreement of the Parties, with the location for such meetings determined by agreement of the Parties. The Technical Group, upon mutual agreement, may meet by means of in person, teleconference, videoconference or other similar communications equipment.
3.3 Records of Governing Group and Technical Group. The chair of each of the Governing Group and Technical Group, or his/her designee(s), shall have responsibility for preparing minutes of each respective meeting. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting and decisions made by the Governing Group or Technical Group, as the case may be. Such minutes shall be circulated on a confidential basis to all members of the Governing Group or Technical Group, respectively and as appropriate, within thirty (30) days following such meeting. Following circulation and review and incorporation of any comments received on the minutes, the chair of the Governing Group or Technical Group, as appropriate, shall sign and file or cause to be filed the minutes within the corporate documents of BDI Pharmaceuticals.
3.4 Project Managers. There shall be a person from BDI Pharmaceuticals and a person from Dyadic chosen to manage the Project (the “ Project Managers ”). Initially, the Dyadic Project Manager shall be Ronen Tchelet and the BDI Pharmaceuticals Project Manager shall be Ana Gomez. Project Managers may be changed by mutual written agreement of the Parties. The Project Managers will be responsible for managing, monitoring and reporting on the progress and status of the Project, including the exchange of development information, notifications to the Technical Group and/or Governing Group, if necessary, and any delay or problem that might affect deliveries within the Project. The Project Managers will communicate by weekly telephone calls, or any other chosen method effective for communication, or more often if needed.
ARTICLE 4
AUDITS
4.1 For Cause Audits. If Dyadic reasonably believes that the Project is not being performed, or was not performed, in compliance with the terms of this Agreement, Dyadic may audit BDI Pharmaceuticals and/or any Affiliate of BDI Pharmaceuticals subcontracted hereunder upon reasonable advance notice to BDI Pharmaceuticals of not less than two (2) business days and during BDI Pharmaceuticals’, or its Affiliates, if applicable, regular business hours. Dyadic

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or its agents may inspect BDI Pharmaceuticals’, or its Affiliates’, if applicable, facilities and may audit all records, including, but not limited to, Study Data and accounting records, relating to the Project, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals, or its Affiliate, prior to such inspection. BDI Pharmaceuticals will make or cause to be made available all such records and will provide reasonable assistance in the inspection or audit. Dyadic’s right to audit will survive the expiration or earlier termination of this Agreement. Audits in accordance with the terms and conditions of this Section 4.1 may occur no more than four (4) times per calendar year. Audits conducted under this Section 4.1 shall be at Dyadic’s expense provided, however, that if any audit under this Section 4.1 results in material findings, the cost of such audit shall be paid by BDI Pharmaceuticals. Dyadic will issue an audit report to BDI Pharmaceuticals and allow BDI Pharmaceuticals twenty (20) business days to correct and/or issue corrective actions for any non-conformities found in the course of an audit. BDI Pharmaceuticals lack of adherence to this time line will result in a material breach of this Agreement.
4.2 Study Records. BDI Pharmaceuticals shall maintain and cause any subcontractors that it may use hereunder to maintain books and records, including, but not limited to protocols, protocol amendments, lab notebooks and raw data relating to the conduct of any study conducted as part of the Project and reports of the Governing Group and Technical Group (the “ Study Data ”) for the longer of fifteen (15) years or five (5) years following regulatory approval of the product to which the Study Data relates. BDI Pharmaceuticals shall provide Dyadic with access to, or copies of the Study Data, at Dyadic’s expense, within five (5) business days’ following Dyadic’s written request therefor. In the event that BDI Pharmaceuticals plans to dispose of any Study Data following the conclusion of the time-frame stated above, BDI Pharmaceuticals shall provide Dyadic with thirty (30) days prior written notice and an option to transfer such records to Dyadic, at Dyadic’s expense.
ARTICLE 5
INTELLECTUAL PROPERTY
5.1 Background IP. As between the Parties, each Party will own and retain all right, title and interest in and to their Background IP. “ Background IP ” means, with respect to a Party, any inventions, technology, know-how, trade secrets and any other intellectual property owned or controlled by such Party prior to the Effective Date or developed or otherwise obtained by such Party outside the scope of this Agreement. Background IP shall also mean, with respect to Dyadic, intellectual property that is developed other than Collaboration IP, as provided herein. For the sake of clarity, without limitation, Background IP with respect to Dyadic shall include C1 Strains, Dyadic Improved Strains, Dyadic C1 Genomic Information, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents and/or any derivatives or modifications thereof and the Dyadic Follow-On IP and any results related thereto. Nothing in this Agreement grants or implies a license in any intellectual property of either Party except that BDI Pharmaceuticals hereby provides Dyadic with a non-exclusive, perpetual and royalty free license to use the BDI Pharmaceuticals’ Background IP as far as necessary for Dyadic to make use of the Results.
5.2 Collaboration IP. Inventorship shall be determined according to United States practice. “ Collaboration IP ” means, with respect to a Party, any inventions, technology, know-how, trade

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secrets and any other intellectual property, whether patentable or not, that has been conceived or reduced to practice pursuant to this Agreement or that is related to the Project. Subject to the restrictions set forth in Section 5.1, and any permissions BDI Pharmaceuticals may have to use Results as provided herein, Dyadic shall own all right, title and interest in and to the Collaboration IP and the Results, regardless of inventorship.
5.3 Responsibility for Preparation and Prosecution of IP. BDI Pharmaceuticals shall notify Dyadic promptly in writing of all Collaboration IP or Dyadic Follow-On IP conceived or generated by BDI Pharmaceuticals. BDI Pharmaceuticals agrees to assign, as applicable, and hereby irrevocably assigns to Dyadic all of its right, title and interest in and to the Collaboration IP and the Results or the Dyadic Follow-On IP, as necessary to affect Dyadic’s sole ownership. Dyadic shall have the sole right and authority, but not the obligation, for the filing, prosecution and maintenance of the Collaboration IP. BDI Pharmaceuticals shall render all necessary assistance reasonably requested by Dyadic in preparing, filing and prosecuting the Collaboration IP. If necessary and when requested, BDI Pharmaceuticals shall (i) sign and execute all such forms and documents as may be necessary to assure and perfect rights in the Collaboration IP and the Dyadic Follow-On IP; and (ii) cause its current and/or former directors, employees, researchers, students, consultants and/or contractors to sign and execute all such forms and documents as may be necessary to perfect the Collaboration IP or the Dyadic Follow-On IP. Dyadic shall bear the costs and expenses for preparing, filing and prosecuting the Collaboration IP pursuant to this Section 5.3.
5.4 Non-Exclusive Limited Use Research License Grant from Dyadic to BDI Pharmaceuticals. Dyadic hereby grants to BDI Pharmaceuticals (“ Sublicensee ”) a non-exclusive, non-transferable, non-sub-licensable, except as set forth herein, and fully paid license of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents and Dyadic Follow-On IP, the grant of the non-exclusive license being for the sole purpose of conducting research as contemplated by the Project and only broad enough to perform the Project in accordance with the terms of this Agreement (“ R&D License ”). The C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, any components of the C 1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, and any derivatives or modifications of any of the foregoing, shall be used by Sublicensee and its Affiliates only in accordance with and for the execution of this Agreement, the completion of the Project and in compliance with applicable law. For the sake of clarity, (i) Sub licensee shall not transfer or deliver any C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools or the Danisco Patents, any components of the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools or the Danisco Patents, or any derivatives or modifications of any of the foregoing, to any Third Party without the prior written consent of Dyadic, which consent may be withheld in Dyadic’s absolute discretion, and (ii) Sublicensee may not transfer or sublicense the R&D License for any purpose (a) except to the extent necessary to have Third Parties conduct contract research on behalf of the Sublicensee or for the Sub licensee to exercise its “have made” rights; (b) unless such subcontractor agrees in a signed writing to relinquish any and all rights to the commercial product and/or process of using C1 to

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make and sell the product without payment in addition to the amount negotiated for the provision of contract research services; and (c) unless such subcontractor agrees in a signed writing to protect, abide by and not otherwise violate the terms of the Pharma License Agreement.
5.5 Additional Conditions Incorporated from Pharma License Agreement. Sublicensee acknowledges that it has read the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International, Inc. and agrees to be bound by the provisions of such Pharma License Agreement as if it were a party to such Pharma License Agreement. For the avoidance of doubt, this includes the provisions of Section 10.7 of the Pharma License Agreement regarding resolution of disputes. Sublicensee agrees that Danisco US Inc. or any authorized assignee of Danisco US Inc. is an intended third party beneficiary to any Sub license Agreement and shall be entitled to enforce the terms of this Agreement directly against Sublicensee. This Sublicense Agreement shall not be further sublicensed except that, as applicable, the C1 Strains (as defined in the Pharma License Agreement), the Danisco Improved Strains, the Dyadic Know-How (as defined in the Pharma License Agreement), the Dyadic Materials (as defined in the Pharma License Agreement), Dyadic Patents, Danisco Know-How, the Genetic Tools (as defined in the Pharma License Agreement) and the Danisco Patents may be further sublicensed to the extent necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for a Licensed Party (as defined in the Pharma License Agreement), for a Sublicensee to exercise its ‘have made’ rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates (as defined in the Pharma License Agreement) or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Products on behalf of such Sublicensee under terms no less restrictive than the terms set forth in Section 2.2 of the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International Inc.
5.6 Dyadic Follow-On IP. Dyadic shall own all Dyadic Follow-On IP, regardless of (i) inventorship; (ii) whether the Dyadic Follow-On IP is conceived or reduced to practice pursuant to this Agreement; and (iii) whether the Follow-On IP is related to the Project. As used herein, Dyadic Follow-On IP shall include all inventions, technology, know-how, trade secrets and any other intellectual property or results related to the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic C1 Genomic Information, Dyadic Patents, Danisco Know-How, the Dyadic Improved Strains, the Genetic Tools, the Danisco Patents and/or any derivatives or modifications thereof, BDI Services Generated Tools, Dyadic C1 Genomic Information and/or improved media and fermentation development and processes (“ Dyadic Follow-On IP ”).
5.7 Results. All Results shall be owned by Dyadic and Dyadic shall be free to exploit the same at its own discretion. BDI Pharmaceuticals hereby assigns and transfers all intellectual property rights attached to the Results to Dyadic without any additional cost. BDI Pharmaceuticals shall take all acts necessary for the intellectual property rights to vest with Dyadic or sign any documents necessary to record the intellectual property rights in the name of Dyadic.
5.8 Restrictions on Use and Transfer of the Dyadic Materials and C1 Strains.

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(a)    The Dyadic Materials, the C1 Strains, any components of the Dyadic Materials and C1 Strains, and any derivatives or modifications of any of the foregoing, shall be used by BDI Pharmaceuticals and its Affiliates only in accordance with and for the execution of this Agreement, the R&D License, the Pharma License Agreement and in compliance with applicable law.
(b)    BDI Pharmaceuticals and its Affiliates shall not transfer, deliver or sub license any C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic C1 Genomic Information, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Background IP, Collaboration IP or Dyadic Follow-On IP, any components of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic C1 Genomic Information, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Background IP, the Collaboration IP or the Dyadic Follow-On IP, or any derivatives or modifications of the foregoing or results related thereto without the prior written consent of Dyadic, which consent may be withheld in its absolute discretion.
ARTICLE 6
SELECTED PRODUCT / NET SALES SHARING
6.1 Product Benefit Sharing. According to Exhibit A of this Agreement (Project Scope) there will be a first Phase where up to six (6) product candidates will be analyzed for expression and only one of them will be selected for further development under the Agreement (the “ Selected Product ”).
(a)    Dyadic shall be free to use any and all of the results, and technologies developed under this Agreement and/or related to any and all of the other products other than the Selected Product. For the sake of clarity, Dyadic will not owe any monies, royalty or future payment to BDI Pharmaceuticals or its Affiliates for the use of any of the research, or products or processes derived directly or indirectly from the research carried out by BDI Pharmaceuticals and its Affiliates under this Agreement other than with respect to the Selected Product.
(b)    In relation to the Selected Product, BDI Pharmaceuticals will decide, in its sole discretion, to further develop the Selected Product. Such decision will be communicated in writing to Dyadic within one hundred and twenty (120) days (or such longer period as the Parties may agree in writing) following the Term.
(c)    Should BDI Pharmaceuticals decide to enter into the development of the Selected Product, the Parties shall use diligent and good faith efforts to negotiate and enter into a development and net sales sharing agreement, which shall include all necessary economic terms and intellectual property licenses for the further development and sales of the Selected Product (provided, however, that in no event shall such requirement be interpreted to require Dyadic to issue licenses that in their sole opinion would constitute a violation of the Pharma License Agreement), which shall be substantially in the form of Exhibit E attached hereto and made a part hereof, within ninety (90) days (or such longer period as the Parties may agree in writing) after the approval of such commercialization by BDI Pharmaceuticals (the “ Negotiation Period ”). For the sake of clarity, Exhibit E does not imply a current commitment by BDI Pharmaceutical’s to invest in or commercialize the Selected Product.

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(d)    Should BDI Pharmaceuticals decide not to enter into the development and net sales sharing agreement during the Negotiation Period, Dyadic may, in its sole discretion, continue the development of the Selected Product at its sole expense; provided, however that any Project funding remaining at such time may be used to transfer the Project to Dyadic. Thereafter, Dyadic shall pay to BDI Pharmaceuticals an amount equal to One Million Five Hundred Thousand Euros (€1,500,000) upon commercialization of the Selected Product. Such payment shall be paid by directing 100% of the Product Net Income ( as defined in Exhibit E ) on the Selected Product to BDI Pharmaceuticals until an amount equal to One Million Five Hundred Thousand Euros (€1,500,000) has been paid by Dyadic to BDI Pharmaceuticals.
ARTICLE 7
CONFIDENTIALITY
7.1 Definition. Confidential Information ” means any information disclosed by one Party (the “ Disclosing Party ”) to the other (the “ Receiving Party ”), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as “Confidential” or “Proprietary,” or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) days after initial disclosure; and (ii) which includes but is not necessarily limited to (A) technical data or information, including proprietary host organisms and their strains, plasmids/vectors, DNA sequences, gene expression, fungal high throughput screening, enzymes and their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like; (B) past, present and future business, financial and commercial data or information, prices and pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategies, plans, budgets, sales and the like; and (C) any other data or information delivered by the Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the former’s inspection or observation during visits to the research laboratory, manufacturing plan or other type of facility of the latter Party. The Parties expressly acknowledge and agree that all information of a proprietary and/or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party’s obligations under this Agreement shall be deemed Confidential Information. Subject to the restrictions and permissions set forth herein, the Results, Collaboration IP, Follow-On IP and Background IP shall be Confidential Information of Dyadic. Notwithstanding anything to the contrary contained herein, any failure by the Disclosing Party to mark, identify or confirm the Confidential Information shall not relieve Receiving Party of its obligations under this Agreement where Receiving Party knows or has reason to know that the information disclosed to it is Confidential Information.
7.2 Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no

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unauthorized act or failure to act on Receiving Party’s part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.
7.3 Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a “need to know” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term “employees or contractors of a Receiving Party” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
7.4 Permitted Disclosures of Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure and to the extent permitted by law, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. In addition and notwithstanding Section 7.3, BDI Pharmaceuticals may disclose the Results to a Third Party if it has received written consent to such disclosure from Dyadic. In requesting such consent, BDI Pharmaceuticals shall provide the following information to Dyadic: (i) evidence that the Third Party to whom the disclosure is proposed to be made has executed, or will execute prior to receipt of Results, a confidentiality agreement with BDI Pharmaceuticals that prevents

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such Third Party from further disclosure of such information and contains restrictions on disclosure of Confidential Information at least as stringent as those found herein; and (ii) the proposed disclosure of Results. BDI Pharmaceuticals agrees that Dyadic may, in its sole discretion, refuse to consent to the disclosure and/or may require BDI Pharmaceuticals to delete any Dyadic Confidential Information from the proposed disclosure.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of the Parties. Each of the Parties represents and warrants to the other Party that:
(a)    it is a company duly organized, validly existing and in good standing under the laws of, in the case of Dyadic, Delaware, and in the case of BDI Pharmaceuticals, Spain;
(b)    the execution of this Agreement on its behalf has been properly authorized by all necessary corporate or company action, as the case may be;
(c)    this Agreement is valid and binding on it and enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity;
(d)    neither the execution nor the performance of this Agreement will constitute a breach or violation of the terms of its charter or organizational documents or any contract, agreement or other commitment to which it is a party or by which it or any of its properties are bound;
(e)    there are no bankruptcy, insolvency, receivership or similar proceedings involving it or any of its Affiliates either pending or contemplated, or any other pending or threatened actions, suits, arbitrations or other proceedings by or against it;
(f)    the execution, delivery and performance of this Agreement does not and will not conflict with or result in breach of any term, condition, obligation or restriction of any other agreement of the Parties with any Third Party; and
(g)    it has not used and shall not use in the course of its performance hereunder, and shall not disclose to the other, any confidential information of any other Person, unless it is expressly authorized in writing by such Person to do so.
8.2 Representations and Warranties of Dyadic. Dyadic represents and warrants to BDI Pharmaceuticals that the Dyadic Materials do not contain any intellectual property, proprietary information or materials, content, software or other materials of any Third Party that would require BDI Pharmaceuticals or its Affiliates to acquire a license or otherwise pay a Third Party for the use thereof in accordance with the terms of this Agreement.
8.3 Representations and Warranties of BDI Pharmaceuticals. BDI Pharmaceuticals hereby represents and warrants to Dyadic that:

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(a)    all licenses or other material rights or permissions to use any Third Party intellectual property used by BDI Pharmaceuticals or its Affiliates in the operation of their respective businesses have been obtained by the BDI Pharmaceuticals or its Affiliates and all license fees, royalties and any other amounts (if any) due and payable under such license agreements have been paid;
(b)    no activities will be carried out by BDI Pharmaceuticals or its Affiliates or subcontractors hereunder on behalf of Dyadic or any third party that directly or indirectly incorporates or uses the C1 Technology in any manner that will require a license, milestones, royalties or payments of any kind other than those payments set forth herein or on a Statement of Work signed by both Parties;
(c)    it shall have the necessary facilities, lab equipment and personnel to timely and efficiently carry out all work as may be set forth in Exhibit A ;
(d)    it will perform the Project using its good faith Best Efforts to achieve the expected outcomes indicated in Exhibit A for each Project task in accordance with prevailing industry standards and as guided by the Governing Group and the Technical Group (each, a “ Project Objective ”);
(e)    it will perform the Projects in accordance with all applicable laws, rules, regulations and guidances;
(f)    it shall use commercially reasonable efforts to ensure that the condition and calibration of all equipment used to perform the Projects hereunder is properly and adequately maintained;
(g)    it will comply with all appropriate animal welfare rules, as specified by law, Dyadic or the Institutional Animal Care and Use Committee (IACUC) that governs animal studies conducted by BDI Pharmaceuticals;
(h)    no individual that has been debarred or disqualified by the FDA pursuant to 21 U.S.C. §335a (a) or (b) or by the European Medicines Agency, the European Commission, or the Regulatory Authority of an European Union Member State under any foreign equivalent thereof will perform or render, any Services or assistance to BDI Pharmaceuticals;
(i)    it has no knowledge of any circumstances which may affect the accuracy of the foregoing warranties and representations, including, but not limited to, the US Food and Drug Administration, European Medicines Agency or other governmental investigations of, or debarment proceedings against, BDI Pharmaceuticals or any person or entity performing Services or rendering assistance relating to activities taken pursuant to this Agreement, and BDI Pharmaceuticals will immediately notify Dyadic if BDI Pharmaceuticals becomes aware of any such circumstances during the Term;
(j)    it shall attract, hire and/or otherwise retain the Key Persons within thirty (30) days of the Effective Date and thereafter, it shall notify Dyadic within five (5) business days of the date it becomes aware of the pending or actual termination of services of any Key Person; and

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(k)    to the extent it uses confidential information of any other Person in the course of its performance hereunder, it has been expressly authorized to do so in writing and warrants that there will be no cost to Dyadic now, or in the future, related to the use of such information, in excess of the amounts mutually agreed to be paid pursuant to the commercialization agreement to be entered into pursuant to Section 6.1.
8.4 Disclaimer. Except for the foregoing warranties, THE FOREGOING WARRANTIES OF EACH PARTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.
ARTICLE 9
INDEMNIFICATION
9.1 In General. Subject to the provisions of Section 9.4, each Party (the “ Indemnifying Party ”) shall defend, indemnify and hold harmless the other Party, its Affiliates, and its and their employees, officers, directors, agents and licensees (each an “ Indemnified Party ”) against any loss, damage, expense or cost, including reasonable attorneys’ fees, arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a Third Party (an “ Action ”) based on (i) the Indemnifying Party’s breach of this Agreement; or (ii) negligence, willful misconduct or violation of any law or regulation by the Indemnifying Party, its Affiliates, or its or their employees, officers, directors or agents. This requirement for indemnification is meant by the Parties to extend to the Representations and Warranties set forth in Article 8.
9.2 Procedure. If an Indemnified Party becomes aware of any Action it believes is indemnifiable under Section 9.1, (i) the Indemnified Party shall give the Indemnifying Party prompt written notice of such Action; (ii) the Indemnifying Party shall assume, at its expense, the sole defense of such claim or cause of action through counsel selected by it and reasonably acceptable to the Indemnified Party, except that in the case of a conflict of interest between the Parties, the Indemnifying Party shall, at the Indemnifying Party’s expense, provide separate counsel for the Indemnified Party selected by the Indemnified Party; (iii) the Indemnifying Party shall maintain control of such defense, including any decision as to settlement, except that any settlement of an Action shall require the written consent of both Parties, which consent shall not be withheld or delayed unreasonably; (iv) the Indemnified Party may, at its option and expense, participate in such defense, and in any event, the Parties shall cooperate with one another in such defense; and (v) the Indemnifying Party shall bear the total costs of any court award or settlement in such Action.
9.3 Third Party Infringement. Each of the Parties shall indemnify, defend and hold harmless the other Party and its Affiliates and their respective officers, directors and employees from any losses, damages, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) that arise out of or result from any Third Party claims of infringement of any patent or copyright, or misappropriation of any trademark, trade secret or other intellectual property right, private right or any other proprietary or personal interest related by circumstances to the existence of this Agreement or the Project (“ Infringement Claim ”). Dyadic’s obligation with regard to indemnifying BDI Pharmaceuticals hereunder shall be limited to breaches of its (i)

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obligations under Article 5, or (ii) representations and warranties set forth in Section 8.2 with respect to the status of the intellectual property discussed therein as of the date hereof.
9.4 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BOTH PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY, OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY SHALL BE OR HA VE BEEN ADVISED, SHALL HAVE REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. A PARTY’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, EUR 936,000; PROVIDED HOWEVER, THAT IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR INFRINGEMENT UNDER SECTION 9.3, INFRINGEMENT BY ONE PARTY OR ITS AFFILIATES OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, BREACH OF CONFIDENTIALITY, FRAUD OR WILLFUL MISCONDUCT BE LIMITED BY THIS SECTION 9.4.
IN ADDITION, EACH PARTY HEREBY ACKNOWLEDGES THAT THE OTHER PARTY CANNOT AND DOES NOT ASSURE THE FIRST PARTY THAT THE PROJECT WILL CULMINATE IN THE SUCCESSFUL ACHIEVEMENT OF THE PROJECT OBJECTIVES. ACCORDINGLY, EACH PARTY HEREBY EXPRESSLY AGREES EXCEPT IN THE INSTANCE OF A MATERIAL BREACH BY THE OTHER PARTY OF ITS OBLIGATIONS HEREUNDER, NO PARTY SHALL HAVE LIABILITY OF ANY KIND WHATSOEVER TO THE OTHER PARTY BY REASON OF FAILURE OF THE PROJECT TO SUCCESSFULLY ACHIEVE THE PROJECT OBJECTIVES.
ARTICLE 10
TERM AND TERMINATION
10.1 Term. This Agreement shall enter into force upon the closing of the transactions contemplated by the Investment Agreement (the “ Effective Date ”) and shall end upon completion of the Project (the “ Term ”), excluding the Articles and Sections and their legal effects of which are meant to survive the termination or expiration of the Agreement.
10.2 Termination in the Event of Insolvency. Either Party may terminate this Agreement if the other Party becomes insolvent, voluntarily files a petition for relief under bankruptcy or any similar or other insolvency laws (or has a petition filed against it and the same remains undischarged or unstayed for sixty (60) days) or voluntarily or involuntarily enters receivership or any similar or other insolvency proceeding.
10.3 Termination for Breach. Without prejudice to any other damages or remedies available under applicable law and/or this Agreement, either Party has the right, at any time, to terminate this Agreement by written notice and without further formality upon a breach by the other Party

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in the performance of the provisions of this Agreement, provided such breach is not cured within thirty (30) days following receipt by the defaulting Party of a written notice from the non-defaulting Party to remedy such breach. However, (i) in case of a breach, which is not capable of being cured; or (ii) where any Party repeatedly or consistently fails to meet its contractual obligations following an initial cure period, the other Party has the right to terminate this Agreement immediately, by written notice and without any further formality and (additional) cure period.
10.4 Termination by Dyadic. Dyadic may terminate this Agreement (i) at any time upon one-hundred eighty (180) days written notice to BDI Pharmaceuticals; (ii) within ninety (90) days before or after the one-year anniversary of the Effective Date, upon ninety (90) days written notice to BDI Pharmaceuticals; (iii) upon thirty (30) days written notice to BDI Pharmaceuticals, in the event that the Parties fail to timely enter into a commercialization agreement prior to the expiration of the Negotiation Period; or (iv) immediately upon the termination of the services of any Key Person or failure to hire any Key Person within the time allotted herein.
10.5 Effect of Termination.
(a)     Accrued Rights and Obligations. Termination of this Agreement hereunder for any reason shall not release any Party from any obligation which, at the time of such termination, has already accrued and become due to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
(b)     Return of Confidential Information and Materials. Upon any termination of this Agreement, BDI Pharmaceuticals shall promptly return to Dyadic all Confidential Information received from Dyadic. BDI Pharmaceuticals may retain a copy of the Confidential Information that must thereafter be used solely as a legal record of the Confidential Information under this Agreement.
(c)     Destruction of Confidential Information and Materials. Upon any termination of this Agreement, Dyadic may request BDI Pharmaceuticals to destroy all Confidential Information received from Dyadic instead of returning it in accordance with paragraph (b) above. BDI Pharmaceuticals may retain a copy of the Confidential Information that must thereafter be used solely as a legal record of the Confidential Information under this Agreement.
(d)     Rights in IP. In the event of termination of this Agreement either on or prior to the expiration of the Term by either Party, all rights and licenses of BDI Pharmaceuticals to Background IP and Results shall automatically terminate and/or revert back to Dyadic and any license grants from Dyadic to BDI Pharmaceuticals, such, for example, without limitation, the license grants provided in Article 5, shall terminate.
(e)     Other Remedies Available. Notwithstanding anything in this Agreement to the contrary, in the event of termination of this Agreement, each Party shall have available every remedy allowed under law and equity, including but not limited to specific performance, suit for damages and rescission.

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10.6 Survival. Notwithstanding anything to the contrary contained herein, the provisions of Recital VII, Article 1, Section 2.2, Article 4, Sections 5.1 through 5.3, Sections 5.4 through Section 5.8, Articles 6 through Article 9, Section 10.5, Section 10.6 and Article 11 shall survive any termination of this Agreement.
ARTICLE 11
MISCELLANEOUS
11.1 Relationship between Parties. Dyadic and BDI Pharmaceuticals are separate business entities, and shall not be considered as joint ventures, partners, agents, servants, employee or fiduciaries of each other. The Parties specifically agree that any obligation to act in good faith and to deal fairly with each other which may be implied in law shall be deemed satisfied by the Parties’ compliance with the express terms of this Agreement
11.2 No Implied Rights. Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any Party any right and/or any license to any intellectual property right or application therefor (including but not limited to patent applications or patents) which are held by and/or in the name of the other Party and/or which are controlled by or licensed by the other Party, or to any Confidential Information received from the other Party.
11.3 Entire Agreement; Amendment. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous discussions, agreements, commitments and writings in respect thereof. No amendment or addition to this Agreement shall be effective unless reduced to writing and executed by the authorized representatives of the Parties.
11.4 Force Majeure. Neither Party shall be held in breach of its obligations hereunder to the extent only that due performance or observance of such obligation is prevented or delayed by war and other hostilities, civil commotion, accident, trade disputes, acts or restraints of government imposition or restrictions of imports or exports or any other cause not within the control of the Party concerned. The Party concerned shall forthwith notify the other Party of the nature and effect of such event and both Parties shall, where the same is practicable, use every reasonable endeavor to minimize such effect and to comply with the respective obligation herein contained as nearly as may be in their original form.
11.5 Foreign Corrupt Practices Act and Anti-Bribery Provisions. During the Term, the Parties will not, and shall cause their Affiliates to not, make or provide any payments or gifts or any offers or promises of any kind, directly or indirectly, to any official of any government or to any official of any agency or instrumentality of any government, or to any political party or to any candidate for political office (the foregoing individually and collectively referred to as “ Government Official ”). If, on the Effective Date, or at any time during the Term any Government Official or an active member of the armed services of any government (i) owns an interest in that certain Party or its Affiliate, (ii) has any legal or beneficial interest in this Agreement or in payments to be received by that certain Party or its Affiliate in connection with the Services to be provided by hereunder, or (iii) is a director, officer or employee of that certain Party or its Affiliate, that certain Party will notify the other Party and will take such actions to

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assure that the affected person does not take any action, official or otherwise and/or use any influence in connection with the other Party’s business.
11.6 Assignment. Except as otherwise set forth herein, neither Party shall assign all or part of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may be withheld in their absolute discretion; provided, however, that this Agreement may be assigned at any time by either Party in connection with the merger or acquisition of the respective Party or the sale of all or substantially all of the assets of the Party to which this Agreement relates. The Parties rights under this Agreement shall bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns.
11.7 Severability. In the event any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement or any of the Parties hereto be invalid, illegal or unenforceable, such provision(s) shall be validly reformed to as nearly approximate the intent of the Parties as possible and if unreformable, the Parties shall meet to discuss in good faith what steps should be taken to remedy the situation.
11.8 Publicity; Use of Name. Notwithstanding anything to the contrary in this Agreement, Dyadic may issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Results yielded hereunder without the prior consent of BDI Pharmaceuticals and notwithstanding the existence of any confidentiality or non-disclosure obligations that Dyadic may have, which, for the avoidance of doubt, may include the filing of this Agreement or any Exhibit hereto and/or summaries thereof with the U.S. Securities and Exchange Commission by Dyadic as required by U.S. federal securities law (such requirement to be determined by Dyadic in its sole discretion) and industry and investor conferences and presentations. BDI Pharmaceuticals may not issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Results yielded hereunder without the prior written consent of Dyadic, which may be withheld in Dyadic’s sole discretion. The Parties may (i) disclose the terms of this Agreement to such Party’s auditors, attorneys, bankers or investment bankers as necessary for their rendition of services to such Party; and (ii) disclose the terms of this Agreement to bona fide prospective investors, merger partners, strategic partners, or acquirors and their respective professional advisors, in connection with the negotiation, entry into and/or performance of a business transaction between such parties, including the conduct of due diligence involved in such transaction, provided, however, that such parties are subject to obligations of confidentiality and non-use at least as restrictive as those set forth in Article 7. During the Term and for a reasonable time thereafter, Dyadic may use BDI Pharmaceuticals’ and its Affiliates’ names and logos in press releases, marketing material and/or advertisements disclosing the existence of this Agreement. Except for disclosures permitted pursuant to this Section 11.8, neither Party will use the other’s name for advertising or external publicity purposes without its consent, except that Dyadic may include in its promotional materials references to and quotations from publications of results of the Projects.
11.9 Notices. All notices, requests, reports and other communications provided in this Agreement shall be in writing and shall be deemed to have been made or given: (i) when delivered, if delivered by hand; (ii) when confirmation of transmission received, if sent by facsimile or by email; (iii) two days following deposit with an overnight courier; or (iv) on the

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date ten business days following deposit, as certified or registered mail, with the postal service of the country of the Party providing notice:
To Dyadic:
Att: Mark Emalfarb
Address: 140 Intracoastal Pointe Drive,
Suite# 404, Jupiter, Florida, 33477 USA
E-mail: memalfarb@dyadic.com
Tel: (561) 743-8333
Fax: (561) 743-8513
With a copy to:
Att: Laura Nemeth
Squire, Patton Boggs (US) LLP
127 Public Square, Suite 4900
Cleveland, Ohio 44114
Email: laura.nemeth@squirepb.com
Tel: 216-479-8552
Fax: 216-479-8780
To BDI Pharmaceuticals:
Att: Emilio Gutierrez
Biotechnology Developments for
Industry in pharmaceuticals S.L.U
Louist Proust 13
4 7151 Boecillo (Valladolid) Spain
E-mail: egutierrez@bdibiotech.com
Tel: 983 548 563/ 983 010 722
Fax: None
11.10 Applicable Law and Arbitration.
(a)    This Agreement shall be governed by, and interpreted under, the laws of Florida, USA, without application of rules on conflicts of laws.
(b)    Disputes between the Parties shall be resolved as provided by this Section 11.10. Any Party shall give the other Party written notice of any dispute under this or in connection with this Agreement. The Parties shall attempt to resolve such dispute promptly by negotiation among the chief executive officers of the Parties and his/her advisors and executive officers of the BDI Group and Dyadic, as applicable. Within thirty (30) days after delivery of the notice, the Party(ies) receiving the notice shall submit to the other a written response. The notice and response shall include: (A) a statement of each Party’s position and a summary of arguments supporting that position; and (B) in the case of any member of the BDI Group or Dyadic, the name and title of the executive officer of such Party who will represent such Party and, in the

23


case of any Party, the name and title of any other person who will accompany such Party during the negotiations. Within thirty (30) days after delivery of the disputing Party’s notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they deem reasonably necessary, to attempt to resolve the dispute.
(c)    If any dispute has not been resolved by the Parties in accordance with Section 11.10(b) within forty-five (45) days after the disputing Party’s request notice, or if the Parties fail to meet within thirty (30) days after such request notice, then each of the Parties agrees that such dispute shall be finally and exclusively settled without appeal by arbitration in New York City, New York, administered by the American Arbitration Association (“ AAA ”) under its Commercial Arbitration Rules in effect as of the date of the request for arbitration, which rules are deemed to be incorporated into this Section 11.10(c) provided , however , that in the event of any conflict between such rules and the other provisions of this Agreement, such other provisions of this Agreement shall control. The arbitration shall be conducted before a single arbitrator. The decision of the arbitrator shall be in writing, shall set forth the facts found by the arbitrator to exist, his/her decision and the basis for that decision and shall be final and binding upon the Parties and not subject to appeal. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including any court having jurisdiction over any of the Parties or their assets. Each Party shall bear its own costs and expenses in connection with the arbitration, including reasonable attorneys’ fees, disbursements, arbitration expense; arbitrators’ fees and the administrative fee of the AAA.
11.11 Independent Parties; No Authority to Bind. The relationship of BDI Pharmaceuticals and Dyadic is that of independent contractors. Neither Party nor their employees are agents, partners, employers, employees, joint venturers, have any other kind of relationship with the other Party except as specified in the Service Framework Agreement and the Investment Agreement. Neither Party shall have any authority to bind the other party to any obligation by contract or otherwise.
11.12 Non-Compete. During the term of this Agreement and for a period of five (5) years thereafter, BDI Pharmaceuticals agrees that it will not work on C1 Strains for anyone other than Dyadic on pharmaceutical applications and/or processes (animal or human, including but not limited to active pharmaceutical ingredients or catalysts) unless so authorized in writing by the CEO of Dyadic. BDI Pharmaceuticals shall cause the substance of this clause to be included in any sub-contract for performance of Services hereunder. For the purposes of this Section, “ C1 Strains shall be defined as any fungal strains that have the taxonomy of either (i) Myceliopthora, (ii) Corynascus or (iii) Sporotrichium and any strains derived or generated from the C1 Strains transferred hereunder in the Project or under this Agreement.
11.13 Construction of Agreement. The Parties acknowledge that they thoroughly have reviewed this Agreement and bargained over its terms. Accordingly, this Agreement shall be construed without regard to the Party or Parties responsible for its preparation and shall be deemed to have been prepared jointly by the Parties.
11.14 Cumulative Rights and Remedies. The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter

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available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.
11.15 Headings. All headings in this Agreement are included solely for convenient reference, are not intended to be full and accurate descriptions of the contents of this Agreement, shall not be deemed a part of this Agreement, and shall not affect the meaning or interpretation of this Agreement.
11.16 Amendments. This Agreement may be modified or amended only by written agreement of the Parties.
11.17 English Language. The Parties shall use the English language in all communications relating to this Agreement, and the English language version of this Agreement signed by the Parties shall control over any and all translations.
11.18 Entire Agreement. This Agreement, together with any supporting documents recited herein, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements between the Parties concerning the subject matter hereof.
11.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in two counterparts by their duly authorized representatives, each Party acknowledging receipt of one original.
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY
DEVELOPMENTS FOR
INDUSTRY IN
PHARMACEUTICALS, S.L.U.
 
 
 
 
 
By:
/s/ Mark A. Emalfarb
 
By:
 
Name:
Mark A. Emalfarb
 
Name:
 
Title:
Chief Executive Office
 
Title:
 
Date:
6/30/2017
 
Date:
 


















Signature Page to Research Services Agreement


26


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in two counterparts by their duly authorized representatives, each Party acknowledging receipt of one original.
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY
DEVELOPMENTS FOR
INDUSTRY IN
PHARMACEUTICALS, S.L.U.
 
 
 
 
 
By:
 
 
By:
/s/ Emilio Gutierrez
Name:
 
 
Name:
Emilio Gutierrez
Title:
 
 
Title:
Attorney
Date:
 
 
Date:
30-6-2017


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EXHIBIT A
PROJECT SCOPE
Project A
1. Project  

[*]

28


Appendix I:
[*]

29


Appendix II
[*]


30


EXHIBIT B
DYADIC MATERIALS
[*]

31


EXHIBIT C
GENETIC TOOLS
[*]

32


EXHIBIT D
KEY PERSONS
[*]

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SPB Draft June 28, 2017
EXHIBIT E
FORM OF
SELECTED PRODUCT DEVELOPMENT AND NET SALES SHARING AGREEMENT

THIS SELECTED PRODUCT DEVELOPMENT AND NET SALES SHARING AGREEMENT (this “ Agreement ”) is made and entered into on [●] (the “ Execution Date ”), by and between DYADIC INTERNATIONAL, INC., a Delaware corporation with headquarters located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477 (“ Dyadic ”), and BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY IN PHARMACEUTICALS, S.L.U., a company incorporated under the laws of Spain having its registered office at Louist Proust 13, 47151 Boecillo (Valladolid), Spain, and identification code -CIF number- B-86206695 (“ BDI Pharmaceuticals ”). Dyadic and BDI Pharmaceuticals are sometimes collectively referred to as the “ Parties ” and individually as a “ Party. ” Certain capitalized terms used herein have the meanings assigned them in Article I hereof.
I.
Pharmaceuticals provides services for strain improvement, bioprocess development, bioprocess scale-up, bioengineering and contract production;
II.
Dyadic is a global biotechnology company that controls a biopharmaceutical protein production system based on the fungus Myceliopthora thermophila, nicknamed C1. The C1 technology and other technologies may be used for the aims set forth in this Agreement;
III.
The Parties have entered into a Research Services Agreement dated [●], 2017 (the “ Research Services Agreement ”);
IV.
BDI Pharmaceuticals and Dyadic now wish to commercialize the Selected Product resulting from the Research Services Agreement; and
V.
Each of Dyadic and BDI Pharmaceuticals understand and acknowledge that the terms and conditions of the Pharma License Agreement govern the ability of Dyadic to commercialize and sublicense any product governed thereby and that Dyadic has determined that the Selected Product [is] governed by the Pharma License Agreement. [Therefore, pursuant to the terms of the Pharma License Agreement, BDI Pharmaceuticals understands and agrees that for it and Dyadic to maintain compliance with the Pharma License Agreement that it may only commercialize the Selected Product directly and not through a sublicense arrangement.] [NOTE: Prior to signing this agreement, Dyadic shall reevaluate and confirm that the Selected Product is covered by the Pharma License Agreement]
AGREEMENT:
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and the foregoing recitals, which are incorporated herein and by this reference made a part hereof, and for other good and valuable consideration the receipt and adequacy of which

34


hereby are mutually acknowledged by Dyadic and BDI Pharmaceuticals, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement shall have the meaning ascribed to them below, or as otherwise defined above or in the text of this Agreement.
(a)    “ AAA ” has the meaning set forth in Section 14.10 hereof.
(b)    “ Action ” has the meaning set forth in the Research Services Agreement.
(c)    “ Affiliate ” with respect to Dyadic only shall mean any person, corporation, or other entity that controls, is controlled by, or is under common control with Dyadic. Control, with respect to such other corporation or entity, includes a person, corporation or other entity (i) owning or directly or indirectly controlling a majority of the voting stock or other ownership interest, (ii) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies, or (iii) possessing the power to elect or appoint a majority of the members of the governing body. The term Affiliate when used with respect to BDI Pharmaceuticals shall include only BDI Holdings and VLPbio.
(d)    “ Agreement ” has the meaning set forth in the Preamble.
(e)    “ Alliance Manager ” has the meaning set forth in Section 4.1 hereof.
(f)    “ Adverse Event ” has the meaning set forth in Section 6.2 hereof.
(g)    “ Background IP ” has the meaning set forth in the Research Services Agreement.
(h)    “ BDI Holdings ” has the meaning set forth in the Research Services Agreement.
(i)    “ BDI Pharmaceuticals ” has the meaning set forth in the Preamble.
(j)    “ C1 Strains ” has the meaning set forth in the Research Services Agreement.
(k)    “ CMC ” means chemistry, manufacturing and controls as specified by the FDA.
(l)    “ Collaboration IP ” has the meaning set forth in the Research Services Agreement.
(m)    “ Commercialization ” with a correlative meaning for “ Commercialize ” and “ Commercializing ”, means all activities undertaken before and after obtaining Regulatory Approvals relating specifically to the pre-launch, launch, promotion, detailing, medical education and medical liaison activities, marketing, pricing, reimbursement, sale and distribution of the Product(s), including: (a) strategic marketing, sales force detailing, advertising, medical education and liaison, and market and Product support; (b) any post-marketing clinical studies

35


for use in generating data to be submitted to Regulatory Authorities (and all associated reporting requirements); and (c) all customer support, Product distribution, invoicing and sales activities.
(n)    “ Commercialization Plan ” has the meaning set forth in Section 7.1 hereof.
(o)    “ Commercially Reasonable Efforts ” means those efforts consistent with the exercise of prudent scientific and business judgment in an active and ongoing program as applied by a Party to the Development and Commercialization of its own pharmaceutical products at a similar stage of development and with similar market potential. Commercially Reasonable Efforts requires that a Party, at a minimum, assigns responsibility for such obligations to qualified employees, sets annual goals and objectives for carrying out such obligations and allocates resources designed to meet such goals and objectives.
(p)    “ Confidential Information ” has the meaning set forth in Section 10.1 hereof.
(q)    “ Danisco ” has the meaning set forth in the Pharma License Agreement.
(r)    “ Danisco Improved Strains ” has the meaning set forth in Research Services Agreement.
(s)    “ Danisco Know-How ” has the meaning set forth m the Research Services Agreement.
(t)    “ Danisco Patents ” has the meaning set forth in the Research Services Agreement.
(u)    “ Develop ” or “ Development ” means all activities relating to preparing and conducting preclinical testing, toxicology testing, human clinical studies and regulatory activities (e.g., regulatory applications) with respect to the Product(s), together with the manufacturing of the Product(s).
(v)    “ Development Activities ” has the meaning set forth in Section 5.2 hereof.
(w)    “ Development Costs ” means the internal costs and out-of-pocket costs incurred as an expense by or on behalf of a Party or its Affiliates in carrying out the Development of the Product(s) in accordance with the approved Development Plan, including, without limitation, (i) the costs of clinical trials (including costs of procuring the Product(s), placebos and comparator drugs used in such clinical trials), (ii) filing fees and other costs associated with any Regulatory Filings; (iii) costs related to manufacturing development; and (iv) all other costs that are directly attributable and reasonably allocable to the Development Activities for the Product(s). For purposes of this definition out-of-pocket costs mean the actual expense incurred with respect to a Third Party for specific Development Activities relating to the Product(s).
(x)    “ Development Plan ” has the meaning set forth in Section 5.1 hereof.
(y)    “ Disclosing Party ” has the meaning set forth in Section 10.1 hereof.
(z)    “ Dyadic ” has the meaning set forth in the Preamble.

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(aa)    “ Dyadic Follow-On IP ” has the meaning set forth in the Research Services Agreement.
(bb)    “ Dyadic Know-How ” has the meaning set forth in the Research Services Agreement.
(cc)     Dyadic Materials ” has the meaning set forth in the Research Services Agreement.
(dd)    “ Dyadic Patents ” has the meaning set forth in Research Services Agreement.
(ee)    “ Execution Date ” has the meaning set forth in the Preamble.
(ff)    “ FDA ” means the United States Food and Drug Administration and any successors thereof.
(gg)    “ Field ” means [●] [all uses].
(hh)    “ Genetic Tools ” has the meaning set forth in the Research Services Agreement.
(ii)    “ Government Official ” has the meaning set forth in Section 14.5 hereof.
(jj)    “ Indemnified Party ” has the meaning set forth in Section 13.1 hereof.
(kk)    “ Indemnifying Party ” has the meaning set forth in Section 13.1 hereof.
(ll)    “ Infringement Claim ” has the meaning set forth in Section 13.3 hereof.
(mm)    “ JSC ” has the meaning set forth in Section 4.2.
(nn)    “ Licensed IP ” has the meaning set forth in the Research Services Agreement.
(oo)    “ Licensed Parties ” has the meaning set forth in the Pharma License Agreement and “ Licensed Party ” is a single one of the Licensed Parties.
(pp)    “ Manufacture ” with a correlative meaning for “ Manufacturing ,” means all activities related to the manufacturing of a pharmaceutical product, or any ingredient thereof, including manufacturing Product in finished form for Development, manufacturing finished Product for Commercialization, packaging, in-process and finished Product testing, release of Product or any component or ingredient thereof, quality assurance activities related to manufacturing and release of Product, ongoing stability tests and regulatory activities related to any of the foregoing.
(qq)    “ Material Finding ” means a finding that would cause Product to become adulterated and/or misbranded or otherwise constitute a violation of the applicable regulatory requirements according to a Regulatory Authority, comprises of at least two objectionable conditions and/or violations of Good Manufacturing Practices in the Territory, or is otherwise a violation of Territory law or regulation.

37


(rr)     “Party” or “Parties” has the meaning set forth in the Preamble.
(ss)     “Person” means a natural person, a corporation, a partnership, a trust, a joint venture, any governmental authority or any other entity or organization.
(tt)     “Pharmaceutical Product” has the meaning set forth in the Pharma License Agreement.
(uu)     “Pharma License Agreement” means the agreement between Danisco and Dyadic dated December 31, 2015, a redacted copy of which has been provided to BDI Pharmaceuticals for review in advance of executing this Agreement.
(vv)     “Pharmaceutical Product” has the meaning set forth in the Pharma License Agreement.
(ww)     “Pharmacovigilance Agreement” has the meaning set forth in Section 6.2 hereof.
(xx)     “Product” means any formulation that includes the Selected Product that is suitable for use in the Field.
(yy)     “Product IP” means any inventions, technology, know-how, trade secrets and any other intellectual property developed pursuant to this Agreement in relation to any Product and/or any derivatives or modifications thereof and any results related thereto. Product IP shall exclude any component of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, the Dyadic Patents, the Danisco Know-How, the Genetic Tools, the Danisco Patents, the Collaboration IP and the Dyadic Follow-on IP.
(zz)     “Product Marks” has the meaning set forth in Section 7.2 hereof.
(aaa)     “Product Net Income” means total revenues received by Dyadic or its Affiliates with respect to the license or grant of other rights by Dyadic or its Affiliates to one or more Third Parties in and to the Product(s), whether in the form of royalties, license or other fees (but excluding, however, any amounts received by Dyadic or its Affiliates in consideration of any research, regulatory or other services performed by Dyadic or its Affiliates for such Third Party(ies)), less any taxes or other expenses payable by Dyadic with respect thereto, including, without limitation, any royalties or other fees payable by Dyadic to Danisco.
(bbb)     “Product Results” refers to any results that are developed pursuant to this Agreement as they relate to the Commercialization or Development of the Selected Product, including, without limitation, inventions and/or discoveries, whether patentable or not, know-how, protocols, procedures, composition of matter, raw and analyzed data, methods, technical data and information generated or developed in the course of the Commercialization or Development of the Selected Product.
(ccc)     “R&D License” has the meaning set forth in Section 2.1 hereof.
(ddd)     “Receiving Party” has the meaning set forth in Section 10.1 hereof.

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(eee)    “ Regulatory Approval ” means, with respect to a Product in any country or jurisdiction, all approvals (including, where required, pricing and reimbursement approvals), registrations, licenses or authorizations from the relevant Regulatory Authority in a country or jurisdiction that is specific to Product and necessary to market and sell such Product in such country or jurisdiction.
(fff)    “ Regulatory Authority ” means, in a particular country or regulatory jurisdiction, any applicable governmental authority involved in granting and enforcing Regulatory Approval and/or, to the extent required in such country or regulatory jurisdiction, pricing or reimbursement approval of a Product in such country or regulatory jurisdiction.
(ggg)    “ Regulatory Documentation ” means all Regulatory Filings, registrations, filings, applications, licenses, authorizations and approvals (including Regulatory Approvals), all correspondence submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authorities), and all supporting documents for clinical studies, data and supporting documents relating to the Product(s), and all data contained in any of the foregoing (including advertising and promotional and marketing documents, Adverse Event files, periodic safety update reports, medical event reports, compliant files and the like).
(hhh)    “ Regulatory Filings ” means, with respect to the Product(s), any submission to a Regulatory Authority of any appropriate regulatory application specific to Product, and shall include, without limitation, any responses to any enforcement actions and submission to a regulatory advisory board and any supplement or amendment thereto.
(iii)    “ Remedial Action ” has the meaning set forth in Section 6.6 hereof.
(jjj)    “ Research Services Agreement ” refers to the agreement referenced m the recitals, which Research Services Agreement is incorporated herein in its entirety.
(kkk)    “ Selected Product ” has the meaning set forth in the Research Services Agreement; however, for purposes of this Agreement, the “Selected Product” shall be a single active pharmaceutical ingredient in the Product(s) to which this Agreement is applicable, the sequence or structure of which is identified on Exhibit A .
(lll)    “ Serious Adverse Event ” has the meaning set forth in Section 6.2 hereof.
(mmm)    ” Study Data ” has the meaning set forth in Section 12.2 hereof.
(nnn)    “ Sublicensee ” refers to BDI Pharmaceuticals’ permitted sublicensees under this Agreement and also has the meaning set forth in the Pharma License Agreement.
(ooo)    “ Sublicense Agreement ” has the meaning set forth in the Pharma License Agreement.
(ppp)    “ Term ” has the meaning set forth in Section 11.1 hereof.

39


(qqq)    “ Third Party ” means any Person that is not a Party (or an Affiliate of a Party) to this Agreement, including without limitation other collaboration Partners.
(rrr)    “ Territory ” means worldwide.
ARTICLE 2
LICENSES
2.1 Non-Exclusive License Grant from Dyadic to BDI Pharmaceuticals. Dyadic hereby grants to BDI Pharmaceuticals a non-exclusive, non-transferable, non-sub-licensable, except as set forth herein, and fully paid license of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and the Product IP, the grant of the non-exclusive license being only broad enough to permit BDI Pharmaceuticals and its Affiliates to assist Dyadic in the commercialization of the Selected Product in accordance with the terms of this Agreement (“ R&D License ”). The C 1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and the Product IP, any components of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and the Product IP and any derivatives or modifications of any of the foregoing, shall be used by BDI Pharmaceuticals only in accordance with and for the execution of this Agreement and with applicable law. For the sake of clarity, BDI Pharmaceuticals and its Affiliates shall not transfer or deliver any C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and the Product IP or any components of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and the Product IP or any derivatives or modifications of any of the foregoing, to any Third Party without the prior written consent of Dyadic, which consent may be withheld in its sole discretion.
2.2 Right to Sublicense. Subject to Section 2.3, Dyadic may grant BDI Biopharmaceuticals the right to sub license the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, Dyadic Materials, the Dyadic Patents, the Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP, the Product Results and/or the Product IP to Third Parties having no economic interest in the Pharmaceutical Product under development, but only to the extent necessary to provide contract research services. Any sublicense entered into under this Section 2.2 shall require the prior written consent of Dyadic and shall be on terms consistent with the terms and provisions of this Agreement and on terms acceptable to Dyadic, in its sole discretion.
2.3 Additional Conditions Incorporated from Pharma License Agreement. Sublicensee acknowledges that it has read the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International, Inc. and agrees to be bound by the provisions of such

40


Pharma License Agreement as if it were a party to such Pharma License Agreement. For the avoidance of doubt, this includes the provisions of Section 10.7 of the Pharma License Agreement regarding resolution of disputes. Sublicensee agrees that Danisco US Inc. or any authorized assignee of Danisco US Inc. is an intended third party beneficiary to any Sublicense Agreement and shall be entitled to enforce the terms of this Agreement directly against Sublicensee. This Sublicense Agreement shall not be further sublicensed except that, as applicable, the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents may be further sublicensed to the extent necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for a Licensed Party or for a Sublicensee to exercise its “have made” rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicense Affiliates or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Product on behalf of such Licensed Party under terms no less restrictive than the terms set forth in Section 2.2 of the Pharma License Agreement entered into between Danisco US, Inc. and Dyadic International, Inc.
ARTICLE 3
PRODUCT NET INCOME SHARING
3.1 Product Net Income Share Payments. In consideration of the obligations to be performed and the costs to be incurred by BDI Pharmaceuticals under this Agreement, Dyadic shall pay to BDI Pharmaceuticals in US dollars within thirty (30) days after the end of each March 31, June 30, September 30 and December 31 during the Term, commencing on the first occurrence of any such date after Dyadic or any of its Affiliates have Product Net Income, the applicable percentage set forth below of Dyadic’s Product Net Income for the calendar quarter ended on such date:

Phase

BDI Pharmaceuticals’
Minimum
Development Cost Spend
in Phase (1)


BDI Pharmaceuticals’
Aggregate Minimum
Development Cost
Spend


BDI
Pharmaceuticals’
Product Net
Income Share

%
Proof of Claim (2)
> 1,000,000
> 1,000,000
50
Pre-Clinical (3)
> 3,000,000
> 4,000,000
65
Clinical (4)
> 4,000,000
> 8,000,000
75
(1)  
The amount of BDI Pharmaceuticals’ Development Cost spend shall be determined by the JSC in accordance with Article 4 of this Agreement
(2)  
The Proof of Claim Phase is intended by the Parties as the conduct of Project A under and in accordance with the Research Services Agreement. At such time as BDI Pharmaceuticals shall have spent at least € 1,000,000 in Development Cost in the performance of its obligations under the Research Services

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Agreement and under this Agreement, BDI Pharmaceuticals shall be entitled to 50% of the Product Net Income.
(2)  
The Pre-Clinical Phase is intended by the Parties to commence on the Execution Date of this Agreement and to continue until the submission of a Regulatory Filing. At such time after the Execution Date as BDI Pharmaceuticals shall have spent at least €4,000,000 in Development Cost in the performance of its obligations under the Research Services Agreement and under this Agreement, BDI Pharmaceuticals thereafter shall be entitled to 65% of the Product Net Income.
(3)  
The Clinical Phase is intended by the Parties to commence upon the submission of an initial Regulatory Filing under this Agreement. At such time after commencement of the Clinical Phase as BDI Pharmaceuticals shall have spent at least €8,000,000 in Development Cost in the performance of its obligations under the Research Services Agreement and this Agreement, BDI Pharmaceuticals thereafter shall be entitled to 75% of the Product Net Income.
3.2 Off-Set Rights. Dyadic shall have the right to offset any and all costs, expenses and overhead incurred by Dyadic under or in connection with this Agreement, including, without limitation, research and development, scale up, regulatory and marketing, Manufacturing, Development and Commercialization costs, against any amounts due and owing BDI Pharmaceuticals under this Article 3.
3.3 Product Net Income Reporting. Dyadic shall notify BDI Pharmaceuticals promptly after it has entered into a definitive agreement for the license or other transfer of any rights in or to any Product to a Third Party and shall provide to BDI Pharmaceuticals a copy of such agreement or an abstract therefrom relating to the consideration due under this Article 3. BDI Pharmaceuticals agrees to be bound by whatever confidentiality constraints are required by Dyadic with respect to such Third-Party agreement or abstract therefrom. Dyadic shall submit to BDI Pharmaceuticals, together with each payment made under this Section 3.1, a report for the relevant calendar quarter setting forth at least the following information: a reasonably detailed calculation of the Product Net Income, the currency of payment and a reasonably detailed calculation of the amount of any Product Net Income due and payable to BDI Pharmaceuticals.
3.4 Records and Inspection. As long as Dyadic is under an obligation to make payments to BDI Pharmaceuticals under Section 3.1, (i) Dyadic shall maintain or cause to be maintained a true and correct set of records pertaining to the Product Net Income and information pursuant to which the payments are calculated under this Agreement; and (ii) Dyadic agrees to permit an accountant selected and paid by BDI Pharmaceuticals and reasonably acceptable to Dyadic to have, upon not less that fifteen (15) days prior written notice, reasonable access during ordinary business hours to such records as are maintained by Dyadic to the extent necessary to determine the correctness of any report submitted and/or payment made by Dyadic under this Article 3. BDI Pharmaceuticals shall provide to Dyadic a copy of its accountant’s report. In the event that the audit reveals an underpayment to BDI Pharmaceuticals, Dyadic shall pay to BDI within five (5) business days after receipt of the report, the amount so underpaid. In the event that the audit reveals an overpayment to BDI Pharmaceuticals, Dyadic shall have the right to off-set the amount so overpaid against payments of Product Net Income to BDI Pharmaceuticals thereafter coming due. Inspections in accordance with the terms and conditions of Section 3.4 may occur no more than once per calendar year.

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ARTICLE 4
MANAGEMENT; JOINT STEERING COMMITTEE
4.1 Alliance Manager. Within thirty (30) days following the Effective Date, BDI Pharmaceuticals will appoint (and notify Dyadic Pharmaceuticals of the identity of) a representative to act as its alliance manager under this Agreement (the “Alliance Manager”). The Alliance Manager will serve as the primary contact point between the Parties for the purpose of providing each Party with information on the progress of BDI Pharmaceuticals’ research, Development scale-up, regulatory, marketing and Commercialization activities with respect to the Selected Product. The Alliance Manager will also be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination and collaboration to Dyadic. BDI Pharmaceuticals may replace its Alliance Manager at any time upon written notice to Dyadic.
4.2 Joint Steering Committee.
(a)    Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee (the “JSC”) to plan, administer, evaluate and carry out all aspects of the research, Development, marketing, Manufacture, regulatory and Commercialization activities by BDI Pharmaceuticals on behalf of Dyadic hereunder with respect to the Selected Product and to review and recommend the Development Costs to be incurred by BDI Pharmaceuticals in connection therewith.
(b)    The JSC will consist of representatives of Dyadic and BDI Pharmaceuticals and potentially outside consultants and Third Parties. The representatives may be from various functional groups (e.g., clinical development, regulatory, medical affairs, pharmacovigilance, research and development, scale-up, regulatory, marketing commercial and manufacturing). Dyadic will appoint the chair of the JSC.
(c)    The Parties shall schedule half-yearly JSC meetings and agree to such schedule at least quarterly in advance. Either Party may call additional ad hoc meetings of the JSC as the needs arise with reasonable advance notice to the other Party, and such ad hoc meetings shall be conducted at times that are mutually agreed upon by the Parties. All meetings and other communications of the JSC shall be conducted in English. No later than five (5) business days prior to any regularly scheduled meeting of the JSC, the chairperson of the JSC shall prepare and circulate an agenda for such meeting and, as soon as practicable, all materials, documents and information for the meeting for distribution to both Parties; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JSC may meet in person, by videoconference or by teleconference or any other method that is convenient. The chairperson of the JSC will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect, without limitation, material decisions made at such meetings. The JSC chairperson shall send draft meeting minutes to BDI Pharmaceuticals and Dyadic for review within five (5) business days following each JSC meeting. The Parties will approve the draft minutes within fifteen (15) business days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within ten (10) business days after receipt. The Parties shall also maintain regular, frequent and informal communications for
BDI Pharmaceuticals to obtain updates from Dyadic and for the Parties to discuss the progress of the Development of the Selected Product in the Field within the Territory.
(d)    The JSC shall strive to seek consensus in its actions and decision making process. In the event of a disagreement between the Dyadic members and the BDI Pharmaceuticals members of the JSC, either Party may refer the matter to one senior executive of each Party (i.e., the Chief Executive Officer or Managing Director of such Party or an executive of such Party who reports directly to the Chief Executive Officer or Managing Director) for resolution. If such senior executives cannot resolve the matter within ten (10) business days, then such senior executive of BDI Pharmaceuticals shall have the final decision making authority on such matter, provided that any final determination made by such senior executive of Dyadic shall be consistent with the terms of this Agreement.
4.3 Costs of Governance. The Parties agree that the costs incurred by the Parties and any other participants invited by Dyadic in connection with such participation at any meetings under this Article shall be borne solely by BDI Pharmaceuticals, including, but not limited to, the costs of necessary translations and translators.
ARTICLE 5
DEVELOPMENT
5.1 Development Plan.
(a)    Within sixty (60) days after the Effective Date (or such longer period of time as recommended by the JSC), the Parties will agree upon a development plan for the Development of the Product(s) in the Territory (the “ Development Plan ”). The Development Plan shall include all clinical and other studies to be performed for the Product(s), including those that are required for Regulatory Approval for the Product(s) in the Territory. In the event there is any disagreement between the Parties regarding the elements to be contained within the Development Plan, BDI Pharmaceuticals shall have the final authority to decide such disputed item(s).
(b)    From time to time during the Term, BDI Pharmaceuticals shall update and amend, as appropriate, the then-current Development Plan and submit such updated or amended Development Plan for the JSC’s review and recommendations. Once reviewed by the JSC and any recommendations by the JSC have been accepted or rejected by BDI Pharmaceuticals, each updated or amended Development Plan shall become effective and supersede the previous Development Plan with respect to any overlapping time periods as of the date of such approval.
5.2 BDI Pharmaceuticals Development Activities.
(a)    Solely on behalf of Dyadic or a Licensed Party, BDI Pharmaceuticals shall Develop the Product(s) and seek Regulatory Approval by timely and diligently conducting all Development activities under the Development Plan (the “ Development Activities ”).
(b)    The status, progress and results of the Development Activities in the Territory shall be discussed at meetings of the JSC, and BDI Pharmaceuticals shall provide the JSC with a written report on the status and progress of such Development Activities on a half-yearly basis at
least five (5) business days prior to each scheduled JSC meeting. In addition, BDI Pharmaceuticals shall make available to Dyadic such information about such Development Activities as may be reasonably requested by Dyadic from time to time.
5.3 Compliance.
(a)    BDI Pharmaceuticals agrees that in performing its obligations under this Agreement: (i) it shall comply with all applicable laws; and (ii) it will not employ or engage any person who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. BDI Pharmaceuticals shall have the right to engage subcontractors for the performance of its obligations under the Development Plan. BDI Pharmaceuticals remains responsible for the performance and costs and expenses of such subcontractor(s) and the engagement of such subcontractors shall not relieve BDI Pharmaceuticals from its obligations to comply with the terms and conditions of this Agreement.
(b)    BDI Pharmaceuticals shall cause the Sublicensees to maintain complete, current and accurate records of all work conducted by such Sublicensees under the Development Plan, and all data and other information resulting from such work. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory purposes. Dyadic shall have the right to review all records maintained by BDI Pharmaceuticals or such Sublicensees at reasonable times, upon Dyadic’s written request.
(c)    BDI Pharmaceuticals shall document all preclinical studies and clinical trials conducted by or for it in written study reports and shall provide Dyadic with a summary of each such report in English promptly after its completion.
5.4 Development Costs. As between the Parties, BDI Pharmaceuticals shall bear all Development Costs for Development: (a) conducted by or for BDI Pharmaceuticals and incurred by Dyadic, BDI Pharmaceuticals or other parties engaged by BDI Pharmaceuticals and/or Dyadic; or (b) conducted by Dyadic for BDI Pharmaceuticals and incurred by Dyadic, in each case after the Effective Date in connection with the research and Development, scale-up, regulatory, marketing, Manufacture and Commercialization (including Development of Manufacturing processes and other CMC matters) of the Product(s) in accordance with the Development Plan or the other provisions of this Agreement, as well as any other research and Development, scale-up, regulatory, marketing, Manufacture and Commercialization of the Product(s) related to this Agreement.
ARTICLE 6
REGULATORY MATTERS
6.1 BDI Pharmaceuticals Regulatory Responsibilities.
(a)    Subject to the termination of this Agreement, BDI Pharmaceuticals shall be responsible for all Regulatory Filings and Regulatory Approvals for the Product(s) in the Territory, and shall be solely responsible for preparing any and all Regulatory Filings for the Product(s) in the Territory at its sole expense in accordance with the Development Plan, in each case, on behalf of Dyadic. Dyadic shall assist BDI Pharmaceuticals or a Licensed Party as they
may reasonably request in connection with the preparation and filing of such Regulatory Filings, at BDI Pharmaceuticals’ or the Licensed Parties reasonable request and all direct and indirect costs incurred by Dyadic or consultants or other third parties hired by Dyadic will be at BDI Pharmaceuticals’ sole expense.
(b)    BDI Pharmaceuticals shall keep Dyadic informed of regulatory developments. BDI Pharmaceuticals shall provide Dyadic with all data, support and copies of the Regulatory Filings specific to Product throughout the Territory within thirty (30) days after the mailing date of such Regulatory Documentation, and Dyadic shall have the right, but not obligation, to contribute to the regulatory plans and strategies for the Product(s) in the Territory.
(c)    BDI Pharmaceuticals shall lead Development and Commercialization discussions with any Regulatory Authority related to any Development of any Product. BDI Pharmaceuticals will ensure it reasonably considers any input from Dyadic in preparation for such discussions.
(d)    BDI Pharmaceuticals shall ensure, at its sole expense, that the Development, Manufacture and Commercialization of the Product(s) in the Territory are in compliance with all applicable laws, including without limitation all rules and regulations promulgated by any of the Regulatory Authorities in the Territory. Specifically and without limiting the foregoing, BDI Pharmaceuticals shall file all compliance filings, certificates and safety reporting in the Territory at its sole expense.
(e)    To the extent permitted by the applicable Regulatory Authority and as requested by Dyadic, BDI Pharmaceuticals shall allow representatives of Dyadic to participate in any scheduled conference calls and meetings between BDI Pharmaceuticals and the Regulatory Authority at BDI Pharmaceuticals’ expense. If Dyadic elects not to participate in such calls or meetings, BDI Pharmaceuticals shall, and shall provide Dyadic with written summaries of such calls and meetings in English as soon as practicable after the conclusion thereof.
(f)    With respect to all Regulatory Filings, BDI Pharmaceuticals shall (i) submit only data and information that are free from fraud or material falsity; (ii) not use bribery or the payment of illegal gratuities in connection with its Regulatory Filings for a Product; and (iii) submit only data and information that are accurate and reliable in all material respects for purposes of supporting Regulatory Approval.
6.2 Adverse Events.
(a)    Within one (1) year prior to the planned first Regulatory Approval of each Product in the Territory, the Parties shall discuss in good faith and enter into a pharmacovigilance and Adverse Event reporting agreement setting forth the worldwide pharmacovigilance procedures for the Parties with respect to such Product, such as safety data sharing, Adverse Events reporting and prescription events monitoring (the “ Pharmacovigilance Agreement ”). Each such Pharmacovigilance Agreement shall govern the global pharmacovigilance procedures to be agreed upon by BDI Pharmaceuticals and Dyadic and the commercial partners of each Party and take into account the laws and regulations of the Territory in which the subject Product receives Regulatory Approval.
(b)    Prior to the execution of a Pharmacovigilance Agreement, the Parties agree to coordinate the pharmacovigilance procedures in connection with the Development of each Product. Each Party shall notify the other Party within twenty-four (24) hours of such Party’s learning of any Serious Adverse Events that is attributed to or potentially attributable to the use of a Product. BDI Pharmaceuticals shall report any Serious Adverse Events that are attributed or potentially attributable to the use of a Product according to the various laws and regulations of the Territory. Each Party shall also provide the other Party, on an annual basis and more frequently as reasonably requested by the other Party, a summary report of Adverse Events, as well as those Serious Adverse Events that are not attributable to the use of the Product(s) that are not otherwise subject to Pharmacovigilance Agreements. As used herein, unless defined differently by the relevant Regulatory Authority, “ Adverse Events ” means any untoward medical occurrence associated with the use of a drug in humans, whether or not considered drug related, and “ Serious Adverse Events ” is an Adverse Event that is considered “serious”, because, in the view of either the investigator or sponsor, it results in any of the following outcomes: death, a life-threatening Adverse Event, inpatient hospitalization or prolongation of existing hospitalization, a persistent or significant incapacity or substantial disruption of the ability to conduct normal life functions or a congenital anomaly/birth defect.
(c)    After the execution of a Pharmacovigilance Agreement, the Parties shall comply with such Pharmacovigilance Agreement with respect to all aspects of pharmacovigilance activities with respect to the subject Product, and Section 6.2(b) above shall be of no further effect with respect to such Product.
6.3 No Harmful Actions. If either Party believes that the other Party, as the case may be, is taking or intends to take any action with respect to a Product that could reasonably be expected to have a material adverse impact upon the regulatory status of such Product, such Party shall have the right to bring the matter to the attention of the JSC.
6.4 Notification of Threatened Action. Each Party shall immediately notify the other Party of any information it receives regarding any threatened or pending action, inspection or communication by or from any Person, including, without limitation, a Regulatory Authority, which may affect the safety or efficacy claims of a Product or the continued marketing of a Product. Upon receipt of such information, the Parties shall consult with each other in an effort to arrive at a mutually acceptable procedure for taking appropriate action.
6.5 Data Exchange and Use. This Section 6.5 shall not apply to any pharmacovigilance data (which is addressed in Section 6.2). BDI Pharmaceuticals shall provide Dyadic with copies of all final submissions and correspondence to and from all Regulatory Authorities within seven (7) days of submission or receipt, as applicable, and shall provide Dyadic a summary of each significant submission in English as soon as practicable but in any event within ten (10) business days after such submission. Each Party shall permit the other Party to access, and shall provide the other Party with rights to reference and use in association with the Product(s) in the Field, all of its, its Affiliates’, and its or their licensees’ and Sublicensees’ regulatory, preclinical and clinical data documentation when allowed by the applicable laws and regulations of the Territory, Regulatory Filings and Regulatory Approvals with respect to the Product(s) in the Field.
6.6 Remedial Actions. Each Party will, and will ensure that its Affiliates and Sublicensees will notify the other Party immediately, and promptly confirm such notice in writing, if it obtains information indicating that a Product may be subject to any recall, corrective action or other regulatory action with respect to a Product taken by virtue of applicable law in the Territory (a “ Remedial Action ”). The Parties will assist each other in gathering and evaluating such information as is necessary to determine the necessity of conducting a Remedial Action. BDI Pharmaceuticals shall, and shall ensure that its Affiliates and Sublicensees will, maintain or have maintained adequate records to permit the Parties to trace the Manufacture of the Product(s) and the distribution and, to the extent feasible, the use of the Product(s). In the event BDI Pharmaceuticals or its any Sublicensee determines that any Remedial Action with respect to a Product in the Field within the Territory should be commenced or Remedial Action is required by any Regulatory Authority having jurisdiction over the matter, BDI Pharmaceuticals will, and will ensure that its Sublicensees will, as the case may be, control and coordinate all efforts necessary to conduct such Remedial Action.
ARTICLE 7
COMMERCIALIZATION
7.1 Overview of Commercialization in the Territory. Subject to the provisions of Article 4, BDI Pharmaceuticals and its Affiliates will have responsibility for all decisions related to and implementation of Commercialization activities, including, but not limited to, price, reimbursement and distribution, for the Product(s) in the Territory. At its sole expense, BDI Pharmaceuticals will prepare and submit to the JSC a commercialization plan no later than six (6) months prior to the anticipated date of Regulatory Approval for the first Product in the Territory (the “ Commercialization Plan ”). The cost of the Commercialization Plan shall be solely borne by BDI Pharmaceuticals. The Commercialization Plan shall incorporate the Commercialization diligence requirements set forth below. BDI Pharmaceuticals will update such Commercialization Plan on a yearly basis and will provide quarterly reports to Dyadic describing BDI Pharmaceuticals’ progress against such Commercialization Plan. BDI Pharmaceuticals shall use Commercially Reasonable Efforts to maximize sales of the Product(s) throughout the Territory in accordance with the Commercialization Plan.
7.2 Trademark. Dyadic shall have the right to brand the Product(s) using Dyadic’s related trademarks and any other trademarks and trade names it determines appropriate for the Product(s) in consultation with BDI Pharmaceuticals (“ Product Marks ”). Dyadic shall own all rights in the Product Marks and register and maintain the Product Marks in the countries and regions it determines reasonably necessary. Notwithstanding any provisions in this Agreement, Dyadic shall be the exclusive sole owner for the Product Marks even after the termination of this Agreement for whatever reasons.
ARTICLE 8
REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMER
8.1 Representations and Warranties of the Parties : Each of the Parties represents and warrants to the other Party that:
(a)    it is a company duly organized, validly existing and in good standing under the laws of, in the case of Dyadic, Delaware, and in the case of BDI Pharmaceuticals, Spain;
(b)    the execution of this Agreement on its behalf has been properly authorized by all necessary corporate or company action, as the case may be;
(c)    this Agreement is valid and binding on it and enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity;
(d)    neither the execution nor the performance of this Agreement will constitute a breach or violation of the terms of its charter or organizational documents or any contract, agreement or other commitment to which it is a party or by which it or any of its properties are bound;
(e)    there are no bankruptcy, insolvency, receivership or similar proceedings involving it or any of its Affiliates either pending or contemplated, or any other pending or threatened actions, suits, arbitrations or other proceedings by or against it;
(f)    the execution, delivery and performance of this Agreement does not and will not conflict with or result in breach of any term, condition, obligation or restriction of any other agreement of the Parties with any Third Party; and
(g)    it has not used and shall not use in the course of its performance hereunder, and shall not disclose to the other, any confidential information of any other Person, unless it is expressly authorized in writing by such Person to do so.
8.2 Representations and Warranties of Dyadic. Dyadic represents and warrants to BDI Pharmaceuticals that:
(a)    Dyadic has full right and authority to enter into this Agreement and to grant the licenses to BDI Pharmaceuticals as herein described; and
(b)    Dyadic has not granted as of the Effective Date, and will not grant during the Term, any licenses to any Affiliate or Third Party which would conflict with the licenses granted to BDI Pharmaceuticals hereunder.
8.3 Representations, Warranties and Covenants of BDI Pharmaceuticals. BDI Pharmaceuticals covenants, and represents and warrants to Dyadic that:
(a)    BDI Pharmaceuticals has not granted, as of the Execution Date, and will not grant during the Term, any licenses to any Affiliate or Third Party which would conflict with the licenses granted to Dyadic hereunder;
(b)    BDI Pharmaceuticals has not, as of the Execution Date, knowingly performed any acts that are inconsistent with the terms and purposes of this Agreement;
(c)    any sublicense granted hereunder by BDI Pharmaceuticals shall be subject to the terms and conditions of this Agreement and the Pharma License Agreement;
(d)    BDI Pharmaceuticals has made a commercial investigation and Commercialization of the Selected Product does not infringe upon the rights of any Third Parties;
(e)    BDI Pharmaceuticals will perform its obligations under this Agreement in accordance with all applicable laws, rules, regulations and guidelines, including, without limitation, all appropriate animal welfare rules, as specified by law, Sponsor or the Institutional Animal Care and Use Committee (IACUC) that governs animal studies conducted by Dyadic;
(f)    no individual that has been debarred or disqualified by the FDA pursuant to 21 U.S.C. §335a (a) or (b) or by the European Medicines Agency, the European Commission, or the Regulatory Authority of an European Union Member State under any foreign equivalent thereof will perform or render, any services or assistance to BDI Pharmaceuticals;
(g)    BDI Pharmaceuticals has no knowledge of any circumstances which may affect the accuracy of the foregoing warranties and representations, including, but not limited to, the FDA, European Medicines Agency or other governmental investigations of, or debarment proceedings against, BDI Pharmaceuticals or any person or entity performing services or rendering assistance relating to activities taken pursuant to this Agreement, and BDI Pharmaceuticals will immediately notify Dyadic if BDI Pharmaceuticals becomes aware of any such circumstances during the Term;
(h)    that neither the Selected Product nor any Product contains or will contain any intellectual property, proprietary information or materials, content, software or other materials of any Third Party that would require Dyadic or its Affiliates or any Licensed Party to acquire a license or otherwise pay a Third Party for the use thereof;
(i)    all licenses or other material rights or permissions to use any Third Party intellectual property used by BDI Pharmaceuticals and its Affiliates in the operation of their respective businesses have been obtained by the BDI Pharmaceuticals and its Affiliates and all license fees, royalties and any other amounts (if any) due and payable under such license agreements have been paid; and
(j)    to the extent BDI Pharmaceuticals or its Affiliates use confidential information of any other Person in the course of its performance hereunder, it has been expressly authorized to do so in writing and warrants that there will be no cost to Dyadic now, or in the future, related to the use of such information, in excess of the amounts to be paid by Dyadic to BDI Pharmaceuticals pursuant to Section 3 .1 of this Agreement.
8.4 Performance by Affiliates. The Parties recognize that each Party may perform some or all of its obligations under this Agreement through Affiliates and Third Party contractors provided, however, that each Party shall remain responsible and liable for the performance by its Affiliates and Third Party contractors and shall cause its Affiliates and Third Party contractors to comply with the provisions of this Agreement in connection with such performance.
ARTICLE 9
INTELLECTUAL PROPERTY
9.1 Ownership of Inventions; Assignment. Inventorship shall be determined according to United States practice. Regardless of inventorship. Dyadic shall own all right, title and interest in and to any inventions made solely or jointly by either Party’s employees, agents, independent contractors and Sublicensees in the course of conducting its activities under this Agreement during the Term, together with all intellectual property rights therein, including any rights to applications or other protections for any of the foregoing. For the sake of clarity, Dyadic shall own all Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Collaboration IP, the Dyadic Follow-On IP and Product IP, the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Collaboration IP, the Dyadic Follow-On IP and Product IP or any components, derivatives or modifications of any of the foregoing and BDI Pharmaceuticals agrees to assign and hereby does assign and transfer to Dyadic, or to Danisco if required by the Pharma License Agreement, all of its right, title and interest in and to any such solely owned or jointly owned inventions that relate to any of the above or any Product IP, Collaboration IP or Dyadic Follow-On IP and agrees to take, and to cause its employees, agents, consultants, Licensed Parties and Sublicensees to take, all further acts reasonably required to evidence such assignment and transfer to Dyadic or to Danisco if required by the Pharma License Agreement.
9.2 Enforcement of Product IP. The JSC shall make recommendations to BDI Pharmaceuticals and Dyadic on how to enforce Product IP. In the event of a disagreement between BDI Pharmaceuticals and Dyadic with regard to Product IP enforcement strategy or actions, BDI Pharmaceuticals shall decide the Product IP enforcement strategy that the Parties will follow, provided, however, that in no event shall the Product IP enforcement strategy conflict with the Pharma License Agreement.
9.3 Responsibility for Preparation and Prosecution of Product IP. BDI Pharmaceuticals shall notify Dyadic promptly in writing of all Product IP conceived or generated hereunder. BDI Pharmaceuticals agrees to assign, as applicable, and hereby irrevocably assigns to Dyadic all of its right, title and interest in and to the Product IP, as necessary to affect Dyadic’s sole ownership. Dyadic shall have the sole right and authority, but not the obligation, for the filing, prosecution and maintenance of the Product IP. BDI Pharmaceuticals shall render all necessary assistance reasonably requested by Dyadic in preparing, filing and prosecuting the Product IP. If necessary and when requested, BDI Pharmaceuticals shall (i) sign and execute all such forms and documents as may be necessary to assure and perfect Dyadic’s rights (or rights of Danisco, if required by the Pharma License Agreement) in the Product IP, and (ii) cause its directors, employees, researchers, students, consultants and/or contractors, the Licensed Parties and Sublicensees to sign and execute all such forms and documents as may be necessary to perfect the Product IP. BDI Pharmaceuticals will be solely responsible for all costs of the Product IP. To the extent any monies are owned by BDI Pharmaceuticals to Dyadic for the prosecution of the Product IP, Dyadic may exercise set off rights to re-coup such amounts from any payments due under Section 3 .1 hereof.
ARTICLE 10
CONFIDENTIALITY/PUBLICATIONS
10.1 Confidentiality. Definition. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as “Confidential” or “Proprietary,” or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) days after initial disclosure; and (ii) which includes but is not necessarily limited to (A) technical data or information, including proprietary host organisms and their strains, plasmids/vectors, DNA sequences, gene expression, fungal high throughput screening, enzymes and their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like, (B) past, present and future business, financial and commercial data or information, prices and pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategies, plans, budgets, sales and the like; and (C) any other data or information delivered by the Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the farmer’s inspection or observation during visits to the research laboratory, manufacturing plan or other type of facility of the latter Party. The Parties expressly acknowledge and agree that all information of a proprietary and/or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party’s obligations under this Agreement shall be deemed Confidential Information. For the sake of clarity, all information with respect to the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, the Dyadic Follow-On IP, the Collaboration IP and the Product Results and any components of the C 1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know• How, the Genetic Tools, the Danisco Patents, the Dyadic Follow-On IP the Collaboration IP, on IP or any derivatives or modifications of any of the foregoing and the Product Results shall be owned or controlled by Dyadic and shall constitute its Confidential Information. Notwithstanding anything to the contrary contained herein, any failure by the Disclosing Party to mark, identify or confirm the Confidential Information shall not relieve Receiving Party of its obligations under this Agreement where Receiving Party knows or has reason to know that the information disclosed to it is Confidential Information.
10.2 Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records;
(iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.
10.3 Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10 th ) anniversary after the termination of this Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a “need to know” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term “employees or contractors of a Receiving Party” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under the Development Plan or Commercialization Plan and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
10.4 Permitted Disclosures of Product Results by BDI Pharmaceuticals. Dyadic shall own the Product Results. BDI Pharmaceuticals may disclose the Product Results to a Third Party if it has received written consent to such disclosure from Dyadic. In requesting such consent, BDI Pharmaceuticals shall provide the following information to Dyadic: (i) evidence that the Third Party to whom the disclosure is proposed to be made has executed, or will execute prior to receipt of Product Results, a confidentiality agreement with BDI Pharmaceuticals that prevents such Third Party from further disclosure of such information and contains restrictions on disclosure of Confidential Information at least as stringent as those found herein; and (ii) the proposed disclosure of Product Results. BDI Pharmaceuticals agrees that Dyadic may, in its sole discretion, refuse to consent to the disclosure and/or may require BDI Pharmaceuticals to delete any Dyadic Confidential Information from the proposed disclosure.
10.5 Permitted Disclosures of Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, and to the extent permitted by law, the Receiving Party shall (i)
assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. 1  
ARTICLE 11
TERM AND TERMINATION
11.1 Term. This Agreement shall become effective on the Effective Date. Unless sooner terminated in accordance with any other provision of this Agreement, the term of this Agreement shall expire on the tenth (10 th ) anniversary of the date of the last commercial sale by Dyadic (“ Term ”), excluding the Articles and Sections and their legal effects of which are meant to survive the termination or expiration of this Agreement.
11.2 Termination by Either Party. 2 Notwithstanding the stipulation in Section 11.1, either Party may terminate this Agreement upon the occurrence of any of the following itemized events:
(a)    Without prejudice to any other damages or remedies available under applicable law and/or this Agreement, either Party has the right, at any time, to terminate this Agreement by written notice and without further formality upon a breach by the other Party in the performance of the provisions of this Agreement, provided such breach is not cured within sixty (60) days following receipt by the defaulting Party of a written notice from the non-defaulting Party to remedy such breach. However, (i) in case of a breach, which is not capable of being cured; or (ii) where any Party repeatedly or consistently fails to meet its contractual obligations following an initial cure period, the other Party has the right to terminate this Agreement immediately, by written notice and without any further formality and (additional) cure period; or
(b)    Either Party may terminate this Agreement if the other Party becomes insolvent, voluntarily files a petition for relief under bankruptcy or any similar or other insolvency laws (or has a petition filed against it and the same remains undischarged or unstayed for sixty (60) days) or voluntarily or involuntarily enters receivership or any similar or other insolvency proceeding.
11.3 Effects of Termination or Expiration.
(a)     Accrued Rights and Obligations . Termination of this Agreement hereunder for any reason shall not release any Party from any obligation which, at the time of such



_____________________
1 Deleted Section 10.6 was moved to Reps and Warranties
2 Revised (a) and (b) to mirror RSA provisions, but kept 60 day cure for default that was previously included in this section.
termination, has already accrued and become due to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
(b)     Rights in IP . In the event of termination of this Agreement either on or prior to the expiration of the Term by either Party, all rights and licenses of BDI Pharmaceuticals to Product IP shall automatically terminate and/or revert back to Dyadic and any license grants from Dyadic to BDI Pharmaceuticals, such, for example, without limitation, the license grants provided in Article 2, shall terminate.
(c)     Adverse Termination Consequences . [To be negotiated]
(d)     Inventory Sell-Off . [To be negotiated]
(e)     Transfer of Regulatory Approvals . [To be negotiated]
(f)     Other Remedies Available . Notwithstanding anything in this Agreement to the contrary, in the event of termination of this Agreement, each Party shall have available every remedy allowed under law and equity, including but not limited to specific performance, suit for damages and rescission.
11.4 Survival. Notwithstanding anything to the contrary contained herein, the provisions of Articles 1, 8, 10, 12, 13 and 14 and Sections 2.3, 9.1, 9.3, 11.3 and 11.4 shall survive any termination of this Agreement.
ARTICLE 12
AUDIT
12.1 For-Cause Audits. If Dyadic reasonably believes that BDI Pharmaceuticals is not in compliance with the terms of this Agreement or other Agreements between Dyadic and BDI Pharmaceuticals, Dyadic may schedule audits upon reasonable advance notice of not less than two (2) business days and during BDI Pharmaceuticals’ regular business hours. Dyadic or its agents may inspect BDI Pharmaceuticals’ facilities and may audit records, including records relating to the implementation of, including the accounting of costs incurred, the Development Plan and/or Commercialization Plan, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals prior to such inspection. BDI Pharmaceuticals will make available all such records and will provide reasonable assistance in the inspection or audit. Audits in accordance with the terms and conditions of Section 12.1 may occur more frequently than one (1) time per calendar year, but in no case more than four (4) times per calendar year. In the event any audit under Section 12.1 results in Material Findings, the cost of such audit shall be paid by BDI Pharmaceuticals. Dyadic will issue an audit report to BDI Pharmaceuticals and allow BDI Pharmaceuticals twenty (20) business days to correct and/or issue corrective actions for any nonconformities found in the course of an audit. BDI Pharmaceuticals’ lack of adherence to this timeline will result in a material breach of this Agreement.
12.2 Study Records. BDI Pharmaceuticals shall maintain books and records, including, but not limited to protocols, protocol amendments, lab notebooks and raw data, relating to the
conduct of any study conducted as part of the Development Plan or Commercialization Plan or that otherwise may be required to be disclosed or reported to a Regulatory Authority (the “ Study Data ”) for the longer of fifteen ( 15) years or five (5) years following regulatory approval of any Product that the Study Data relates to and shall provide Dyadic with access to or copies of such records, subject to applicable Territory law and regulation, at Dyadic’s expense, subject to applicable Territory law and regulation, upon thirty (30) business day notice by Dyadic. In the event that BDI Pharmaceuticals plans to dispose of such records following the conclusion of the time-frame stated above, BDI Pharmaceuticals shall provide Dyadic with thirty (30) days prior notice and an option to transfer such records to Dyadic, subject to applicable Territory law and regulation, at Dyadic’ s expense.
ARTICLE 13
INDEMNIFICATION AND INSURANCE
13.1 In General. Subject to the provisions hereof, each Party (the “ Indemnifying Party ”) shall defend, indemnify and hold harmless the other Party, its Affiliates, and its and their employees, officers, directors, agents, distributors and licensees (each an “ Indemnified Party ”) against any Action based on (a) the Indemnifying Party’s breach of this Agreement; or (b) negligence, willful misconduct or violation of any law or regulation by the Indemnifying Party, its Affiliates, or its or their employees, officers, directors or agents. This requirement for indemnification is meant by the Parties to extend to the representations and Warranties set forth in Article 8.
13.2 Procedure. If an Indemnified Party becomes aware of any Action it believes is indemnifiable under Section 13.1, (a) the Indemnified Party shall give the Indemnifying Party prompt written notice of the Action; (b) the Indemnifying Party shall assume, at its expense, the sole defense of such claim or cause of action through counsel selected by it and reasonably acceptable to the Indemnified Party, except that in the case of a conflict of interest between the Parties, the Indemnifying Party shall, at the Indemnifying Party’s expense, provide separate counsel for the Indemnified Party selected by the Indemnified Party; (c) the Indemnifying Party shall maintain control of such defense, including any decision as to settlement, except that any settlement of an Action shall require the written consent of both Parties, which consent shall not be withheld or delayed unreasonably; (d) the Indemnified Party may, at its option and expense, participate in such defense, and in any event, the Parties shall cooperate with one another in such defense; and (e) the Indemnifying Party shall bear the total costs of any court award or settlement in such Action.
13.3 Third Party Infringement. Each of the Parties shall indemnify, defend and hold harmless the other Party and its Affiliates and their respective officers, directors and employees from any losses, damages, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) that arise out of or result from any Third Party claims of infringement of any patent or copyright, or misappropriation of any trademark, trade secret or other intellectual property right, private right, or any other proprietary or personal interest related by circumstances to the existence of this Agreement or any Product (“ Infringement Claim ”). Dyadic’s obligation with regard to indemnifying BDI Pharmaceuticals hereunder shall be limited to breaches of its (a) obligations under Article 9, or (b) representations and warranties set forth in
Section 8.2 with respect to the status of intellectual property discussed therein as of the date hereof.
13.4 Liability and use of Product Results. BDI Pharmaceuticals shall indemnify, defend and hold harmless Dyadic and its Affiliates and their respective officers, directors and employees from any losses, damages, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) that arise out of or result from any liability claim related to any Product or use of any Product Results.
13.5 Exception to Indemnification. Neither Party shall be required to indemnify the other Party to the extent that any such claims or suits arose out of or resulted from the other Party’s gross negligence, recklessness or willful misconduct or fraud.
13.6 Insurance. BDI Pharmaceuticals will produce and maintain adequate insurance in order to be able to cover claims under this Agreement. Upon request, BDI Pharmaceuticals shall provide proof of adequate coverage to Dyadic.
ARTICLE 14
MISCELLANEOUS
14.1 Relationship between Parties. Dyadic and BDI Pharmaceuticals are separate business entities, and shall not be considered as joint ventures, partners, agents, servants, employee or fiduciaries of each other. The Parties specifically agree that any obligation to act in good faith and to deal fairly with each other which may be implied in law shall be deemed satisfied by the Parties’ compliance with the express terms of this Agreement.
14.2 No Implied Rights. Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any Party any right and/or any license to any intellectual property right or application therefor (including but not limited to patent applications or patents) which are held by and/or in the name of the other Party and/or which are controlled by or licensed by the other Party, or to any Confidential Information received from the other Party.
14.3 Entire Agreement; Amendment. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous discussions, agreements, commitments and writings in respect thereof. No amendment or addition to this Agreement shall be effective unless reduced to writing and executed by the authorized representatives of the Parties.
14.4 Force Majeure. Neither Party shall be held in breach of its obligations hereunder to the extent only that due performance or observance of such obligation is prevented or delayed by war and other hostilities, civil commotion, accident, trade disputes, acts or restraints of government imposition or restrictions of imports or exports or any other cause not within the control of the Party concerned. The Party concerned shall forthwith notify the other Party of the nature and effect of such event and both Parties shall, where the same is practicable, use every reasonable endeavor to minimize such effect and to comply with the respective obligation herein contained as nearly as may be in their original form.
14.5 Foreign Corrupt Practices Act and Anti-Bribery Provisions. During the Term, the Parties will not, and shall cause their Affiliates to not, make or provide any payments or gifts or any offers or promises of any kind, directly or indirectly, to any official of any government or to any official of any agency or instrumentality of any government, or to any political party or to any candidate for political office (the foregoing individually and collectively referred to as “ Government Official ”). If on the date hereof or at any time during the Term any Government Official or an active member of the armed services of any government (a) owns an interest in that certain Party or its Affiliate, (b) has any legal or beneficial interest in this Agreement or in payments to be received by that certain Party or its Affiliate in connection with the services to be provided by hereunder, or (c) is a director, officer or employee of that certain Party or its Affiliate, that certain Party will notify the other Party and will take such actions to assure that the affected person does not take any action, official or otherwise, and/or use any influence in connection with the other Party’s business.
14.6 Assignment. Dyadic may freely assign this Agreement. BDI Pharmaceuticals may transfer or assign its rights and obligations under this Agreement to any Affiliate or to any Third Party who purchases all or substantially all of the assets of the business to which this Agreement pertains. No other assignment of this Agreement by BDI Pharmaceuticals, or any rights or obligations thereunder may be made without the consent of the Dyadic, which consent may be withheld in its absolute discretion. Subject to the foregoing, this Agreement shall be binding legal representatives.
14.7 Severability. In the event any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement or any of the Parties hereto be invalid, illegal or unenforceable, such provision(s) shall be validly reformed to as nearly approximate the intent of the Parties as possible and if unreformable, the Parties shall meet to discuss in good faith what steps should be taken to remedy the situation.
14.8 Publicity; Use of Name. Notwithstanding anything to contrary in this Agreement, Dyadic may issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Product Results without the prior consent of BDI Pharmaceuticals or its Affiliates and notwithstanding the existence of any confidentiality or non-disclosure obligations that Dyadic may have, which, for the avoidance of doubt, may include the filing of this Agreement or and/or summaries thereof with the U.S. Securities and Exchange Commission by Dyadic as required by U.S. federal securities law (such requirement to be determined by Dyadic in its sole discretion) and industry and investor conferences and presentations. BDI Pharmaceuticals may not issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Product Results without the prior written consent of Dyadic, which may be withheld in Dyadic’s sole discretion. The Parties may (i) disclose the terms of this Agreement to such Party’s auditors, attorneys, bankers or investment bankers as necessary for their rendition of services to such Party; and (ii) disclose the terms of this Agreement to bona fide prospective investors, merger partners, strategic partners or acquirors and their respective professional advisors, in connection with the negotiation, entry into and/or performance of a business transaction between such parties, including the conduct of due diligence involved in such transaction, provided, however, that such parties are subject to obligations of confidentiality and non-use at least as restrictive as those set forth in this
Agreement. During the term of this Agreement and for a reasonable time thereafter, Dyadic may use BDI Pharmaceuticals’ and its Affiliates’ names and logos in press releases, marketing material and/or advertisements disclosing the existence of this Agreement. Except for disclosures permitted pursuant to this Section 14.8, neither Party will use the other’s name for advertising or external publicity purposes without its consent.
14.9 Notices. All notices, requests, reports and other communications provided in this Agreement shall be in writing and shall be deemed to have been made or given: (a) when delivered, if delivered by hand; (b) when confirmation of transmission received, if sent by email; (c) two (2) days following deposit with an overnight courier; or (d) on the date ten (10) business days following deposit, as certified or registered mail, with the postal service of the country of the Party providing notice:
To Dyadic :
140 Intracoastal Pointe Drive,
Suite # 404, Jupiter, Florida, 334 77 USA
Attn: Mark Emalfarb
Email: memalfarb@dyadic.com
Telephone: (561) 743-8333
With a copy to
Squire, Patton Boggs (US) LLP
127 Public Square, Suite 4900
Cleveland, Ohio 44114
Attn: Laura Nemeth
Email: laura.nemeth@squirepb.com
Telephone: 216-479-8552
To BDI Pharmaceuticals :
Biotechnology Developments for
Industry in pharmaceuticals S.L.U
Louist Proust 13
4 7151 Boecillo (Valladolid) Spain
Attn: Emilio Gutierrez
Email: egutierrez@bdibiotech.com
Telephone: (+34) 983 54 85 63

14.10 Applicable Law and Arbitration.
(i)    This Agreement shall be governed by, and interpreted under, the laws of Florida, USA, without application of rules on conflicts of laws.
(ii)    Disputes between the Parties shall be resolved as provided by this Section 14.10. Any Party shall give the other Party written notice of any dispute under this or in connection with this Agreement. The Parties shall attempt to resolve such dispute promptly by negotiation among the chief executive officers of the Parties and his/her advisors and executive officers of the BDI Group and Dyadic, as applicable. Within thirty (30) days after delivery of the notice, the Party(ies) receiving the notice shall submit to the other a written response. The notice and response shall include: (A) a statement of each Party’s position and a summary of arguments supporting that position; and (B) in the case of any member of the BDI Group or Dyadic, the
name and title of the executive officer of such Party who will represent such Party and, in the case of any Party, the name and title of any other person who will accompany such Party during the negotiations. Within thirty (30) days after delivery of the disputing Party’s notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they deem reasonably necessary, to attempt to resolve the dispute.
(iii)    If any dispute has not been resolved by the Parties in accordance with Section 14.10(ii) within forty-five (45) days after the disputing Party’s request notice, or if the Parties fail to meet within thirty (30) days after such request notice, then each of the Parties agrees that such dispute shall be finally and exclusively settled without appeal by arbitration in New York City, New York, administered by the American Arbitration Association (“ AAA ”) under its Commercial Arbitration Rules in effect as of the date of the request for arbitration, which rules are deemed to be incorporated into this Section 14.10(iii) provided , however , that in the event of any conflict between such rules and the other provisions of this Agreement, such other provisions of this Agreement shall control. The arbitration shall be conducted before a single arbitrator. The decision of the arbitrator shall be in writing, shall set forth the facts found by the arbitrator to exist, his/her decision and the basis for that decision and shall be final and binding upon the Parties and not subject to appeal. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including any court having jurisdiction over any of the Parties or their assets. Each Party shall bear its own costs and expenses in connection with the arbitration, including reasonable attorneys’ fees, disbursements, arbitration expense, arbitrators’ fees and the administrative fee of the AAA.
14.11 Independent Parties; No Authority to Bind. The relationship of BDI Pharmaceuticals and Dyadic is that of independent contractors. Neither Party nor their employees are agents, partners, employers, employees, joint venturers, have any other kind of relationship with the other Party except as specified in the Investment Agreement, the Research Services Agreement, and the Service Framework Agreement. Neither Party shall have any authority to bind the other party to any obligation by contract or otherwise.
14.12 Construction of Agreement. The Parties acknowledge that they thoroughly have reviewed this Agreement and bargained over its terms. Accordingly, this Agreement shall be construed without regard to the Party or Parties responsible for its preparation and shall be deemed to have been prepared jointly by the Parties.
14.13 Cumulative Rights and Remedies. The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.
14.14 Headings. All headings in this Agreement are included solely for convenient reference, are not intended to be full and accurate descriptions of the contents of this Agreement, shall not be deemed a part of this Agreement, and shall not affect the meaning or interpretation of this Agreement.
14.15 Amendments. This Agreement may be modified or amended only by written agreement of the Parties.
14.16 English Language. The Parties shall use the English language in all communications relating to this Agreement, and the English language version of this Agreement signed by the Parties shall control over any and all translations.
14.17 Entire Agreement. This Agreement, together with any supporting documents recited herein, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements between the Parties concerning the subject matter hereof.
14.18 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
[ Signature Page Follows ]

43


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in two counterparts by their duly authorized representatives, each Party acknowledging receipt of one original.
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY IN
PHARMACEUTICALS, S.L.U.
 
 
 
 
 
By:
 
 
By:
 
Name:
 
 
Name:
 
Title:
 
 
Title:
 
Date:
 
 
Date:
 

44


Exhibit A
to
SELECTED PRODUCT DEVELOPMENT AND NET SALES SHARING AGREEMENT
Selected Product


45
Exhibit 10.15
Execution Version


[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.

SERVICE FRAMEWORK AGREEMENT
This SERVICE FRAMEWORK AGREEMENT (this " Agreement "), signed as of June 30, 2017, is entered into by and between DYADIC INTERNATIONAL, INC., a Delaware corporation with headquarters located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094 USA and U.S. tax identification number 45-04867472 (" Dyadic "), and BIOTECHNOLOGY DEVELOPMENTS FOR INDUSTRY IN PHARMACEUTICALS, S.L.U., a company incorporated under the laws of Spain having its registered office at Louist Proust 13, 4 7151 Boecillo (Valladolid), Spain, and identification code -CIF number- B-86206695 (" BDI Pharmaceuticals "). Dyadic and BDI Pharmaceuticals are sometimes collectively referred to as the " Parties " and individually as a " Party. " Certain capitalized terms used herein have the meanings assigned them in Article 1 hereof.
RECITALS:
I.
BDI Pharmaceuticals provides services for strain improvement, bioprocess development, bioprocess scale-up, bioengineering and contract production;
II.
Biotechnology Developments for Industry, S.L (" BDI Holdings ") holds 100% of the shares of BDI Pharmaceuticals and 79.2% of the shares of VLP-The Vaccines Company, S.L.U. (" VLPbio "), which develops human and animal vaccines based on a proprietary chimeric virus like particles technology platform;
III.
Dyadic is a global biotechnology company that has a proprietary biopharmaceutical protein production system based on the fungus Myceliopthora thermophila, nicknamed Cl. The Cl Technology (defined below) and other technologies may be used by BDI Pharmaceuticals pursuant to this Agreement for research and development activities in accordance with the terms of the Pharma License Agreement and solely on behalf of Dyadic;
IV.
This Agreement is being executed as a condition to the closing of the transactions contemplated by that certain Investment Agreement dated June 30, 2017 among Dyadic International (USA), Inc. (" Dyadic Florida "), BDI Holding and Inveready Innvierte Biotech II, S.C.R., S.A. (the " Investment Agreement "), pursuant to which Dyadic Florida is making a strategic investment in BDI Holding and its subsidiary, VLPbio, to, inter alia, enable BDI Holding and its subsidiary, BDI Pharmaceuticals, to fund BDI Pharmaceutical' s business plan;
V.
The Parties desire to enter into this Agreement to set forth the terms and conditions upon which BDI Pharmaceuticals will perform certain Services (defined below) for Dyadic, including preclinical research and / or service Projects (defined below) involving Sponsor Materials (defined below); and
VI.
BDI Pharmaceuticals will assign, and will cause each of its permitted subcontractors hereunder to assign, all rights in and to any and all intellectual property developed during the commissioning of or yielded from the Projects to Dyadic, or as directed by Dyadic.

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AGREEMENT:
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and the foregoing Recitals, which are incorporated herein and by this reference made a part hereof, and for other good and valuable consideration the receipt and adequacy of which hereby are mutually acknowledged by Dyadic and BDI Pharmaceuticals, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement shall have the meaning ascribed to them below, or as otherwise defined above or in the text of this Agreement.
(a)    " AAA " has the meaning set forth in Section 9.10 hereof .
(b)     "Action" has the meaning set forth in Section 7 .1 hereof.
(c)    " Affiliate " means any person, corporation, or other entity that controls, is controlled by, or is under common control with a Party. Control, with respect to such other corporation or entity, includes a person, corporation or other entity (i) owning or directly or indirectly controlling a majority of the voting stock or other ownership interest, (ii) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies, or (iii) possessing the power to elect or appoint a majority of the members of the governing body. For the avoidance of doubt, the term Affiliate when used with respect to BDI Pharmaceuticals shall include BDI Holdings and VLPbio.
(d)    " Agreement " has the meaning set forth in the Preamble .
(e)    " Background IP " has the meaning set forth in Section 4.1 hereof .
(f)     "BDI Holding" has the meaning set forth in Recital II .
(g)    " BDI Pharmaceuticals " has the meaning set forth in the Preamble.
(h)    " BDI Services Generated Tools " means Genetic Tools generated in the course of the provision of the Services by BDI Pharmaceuticals and its Affiliates.
(i)    " Best Efforts " means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as practical.
(j)    " C1 Strains " means, individually and collectively, the Myceliophthora thermophile strains transferred to and/or derived or generated therefrom in the Project or under this Agreement.
(k)    " C1 Technology " includes any and all Sponsor Materials, Dyadic Know-How, Dyadic C 1 Genomic Information, C1 Strains, Dyadic Improved Strains and Genetic Tools.

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(I)     "Collaboration IP" has the meaning set forth in Section 4.2 hereof.
(m)     "Confidential Information" has the meaning set forth in Section 5.1 hereof.
(n)     "Danisco Improved Strains" has the meaning set forth in Pharma License Agreement .
(o)     "Danisco Know-How" has the meaning set forth m the Pharma License Agreement.
(p)     "Danisco Patents" has the meaning set forth in the Pharma License Agreement.
(q)     "Directed Projects" means projects contracted by Dyadic to BDI Pharmaceuticals under this Agreement whose direct beneficiary will be a Third Party introduced by Dyadic and whose aim, planning and budgets shall be agreed in writing by the Parties.
(r)     "Disclosing Party" has the meaning set forth in Section 5.1 hereof.
(s)     "Dyadic" has the meaning set forth in the Preamble.
(t)     "Dyadic Cl Genomic Information" means the current and future genome sequence of C 1 Strains, genes and other genetic elements including genomic data derived from C 1 and any associated annotations, software, software tools related thereto including any subsequent Dyadic C 1 Genomic Information coming from Dyadic, or identified or developed in a Project or under this Agreement.
(u)     "Dyadic Follow-On IP" has the meaning set forth in Section 4.6 hereof.
(v)     "Dyadic Improved Strains" means one or more Cl Strains modified to express intracellularly or extracellularly whether it is secreted or not a Pharmaceutical Product where the performance or characteristics of such C1 Strains, including, without limitation, with respect to any composition of matter produced or expressed therein has been materially alerted as a result of work done by or on behalf of Sponsor pursuant to this Agreement, where such Cl Strains, as materially altered, would, to one reasonably skilled in the art, be useful in the Pharmaceutical Field.
(w)     "Dyadic Know-How" means any and all information relating to the Cl genome, engineering, production, fermentation, composition and use of C 1 Strains, as such information existed as of the Effective Date, and any and all subsequently transferred know-how and/or know-how that is developed by BDI Pharmaceuticals or its Affiliates that relates in any way to Cl, Cl Technology or fermentation process and media development or the Cl Technology.
(x)     "Dyadic Patents" has the meaning set forth in Pharma License Agreement.
(y)     "Dyadic Projects" means projects contracted by Dyadic to BDI Pharmaceuticals under this Agreement whose direct beneficiary will be Dyadic and whose aim, planning and budgets shall be agreed in writing and signed by the Parties.

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(z)    " Effective Date " has the meaning set forth in Section 8.1 hereof.
(aa)    " FTE " has the meaning set forth in Section 2.1 hereof.
(bb)    " Genetic Tools " means any composition of matter and genetic elements useful for using, manipulating, engineering, transforming, transfecting, modifying or altering a C1 Strain that was transferred to BDI Pharmaceuticals. Without limiting or expanding the foregoing Genetic Tools shall include those identified on Exhibit 2 of each Statement of Work and any subsequently transferred Genetic Tools and/or developed Genetic Tools developed by BDI Pharmaceuticals or its Affiliates that relate in any way to C1 Strains, and/or the C1 Technology. For the avoidance of doubt, Genetic Tools shall exclude the Danisco Background Technology and the Danisco Background Tools, each as defined in the Pharma License Agreement).
(cc)    " Government Official " has the meaning set forth in Section 9.5 hereof.
(dd)    " Indemnified Party " has the meaning set forth in Section 7 .1 hereof.
(ee)    " Indemnifying Party " has the meaning set forth in Section 7.1 hereof.
(ff)    " Infringement Claim " has the meaning set forth in Section 7 .3 hereof.
(gg)    " Investment Agreement" has the meaning set forth in Recital IV hereto.
(hh)    " Key Person " means those persons listed on Exhibit A hereto.
(ii)    " Party" or "Parties " has the meaning set forth in the Preamble.
(jj)    " Payee " has the meaning set forth in Section 2.3(b) hereof.
(kk)    " Pharmaceutical Product " has the meaning set forth in the Pharma License Agreement.
(ll)    " Pharma License Agreement " means the agreement between Danisco and Dyadic dated December 31, 2015, a redacted copy of which has been provided to BDI Pharmaceuticals for review in advance of executing this Agreement.
(mm)    " Projects " means Dyadic Projects and Directed Projects.
(nn)    " Quality Audit " has the meaning set forth in Section 3.1 hereof.
(oo)    " Receiving Party " has the meaning set forth in Section 5.1 hereof.
(pp)    " R&D License " has the meaning set forth in Section 4.4 hereof.
(qq)    " Results " means the results of the Projects that are required to be delivered and/ or actually delivered by BDI Pharmaceuticals to Sponsor pursuant to a Statement of Work and any research and development information, inventions and/or discoveries, whether patentable or not, know-how, protocols, procedures, composition of matter, raw and analyzed data, methods,

4


technical data and information generated or developed in the course of the Projects by or on behalf of BDI Pharmaceuticals.
(rr)    " Services " means the activities set forth on the Statements of Work, and any other Services that BDI Pharmaceuticals may perform or have performed on its behalf hereunder.
(ss)    " Sponsor " means Dyadic and/or a Third Party beneficiary of a Directed Project.
(tt)    " Sponsor Materials " means the materials set forth on Exhibit 1 to each Statement of Work and any subsequent transferred Sponsor Materials including any C1 Strains, Dyadic Improved Strains, Danisco Improved Strains, Genetic Tools, Dyadic Cl Genomic Information, Dyadic Know-How and/or any modifications or improvements identified and/or developed by BDI Pharmaceuticals or its affiliates that relate in any way to Cl or the Cl Technology.
(uu)    " Statement of Work " has the meaning set forth in Article 2 hereof.
(vv) " Study Data " has the meaning set forth in Section 3.4 hereof.
(ww)    " Sublicensee " as used herein shall refer to BDI Pharmaceuticals and its Affiliates and also have the meaning set forth in the Pharma License Agreement.
(xx)    " Term " has the meaning set forth in Section 8.1 hereof.
(yy)    " Third Party " means any Person that is not a Party (or an Affiliate of a Party) to this Agreement, including without limitation other collaboration Partners.
(zz)    " VAT " has the meaning set forth in Section 2.3(b) hereof.
(aaa)    " VLPbio " has the meaning set forth in Recital II.
(bbb)    " Withholding Party " has the meaning set forth in Section 2.3(b) hereof .
ARTICLE 2
FRAMEWORK AGREEMENT
Any Projects to be carried out by BDI Pharmaceuticals by virtue of this Agreement will require a specific common definition of the Project which will determine the aim, planning and budget. The definition of the Projects shall be carried out jointly by both Parties' teams, and will be subject to final written approval by the representatives of each of the Parties, who shall initially be:
Ronen Tchelet
 
Dyadic representative
[*]
 
BDI Pharmaceuticals representative
Each Project shall be defined in a document (a " Statement of Work ") to be attached to this Agreement in the form attached as Exhibit B . The Parties agree that the definition of each of the Projects shall be made under the following basis:

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2.1 Project Quotation Conditions. BDI Pharmaceuticals will quote the Projects under the conditions set forth herein:
(a)     Fees. Set forth below are the agreed upon costs per full time equivalent (" FTE ") position that is expected to service the Projects. Such costs are shown per person per position at a 100% dedicated rate for one year. FTE costs will be quoted proportionately to time and effort needed per Project. The FTE rates set forth below shall not increase prior to July 1, 2019 and may be increased at a rate of no more than 5% per year for the years 2019, 2020 and 2021.
Project Manager:
[*] EUR
Senior Scientist:
[*] EUR
Junior Scientist:
[*] EUR
Technician:
[*] EUR
(b)     S u pplies. Mate r i als and Subcontractin g E xpe n ses. BDI agrees that all supplies, materials, not otherwise negotiated and evidenced under a Statement of Work, an amendment thereto, or a countersigned quote related thereto, to the extent necessary to carry out the Projects on behalf of Sponsor, will be at BDI's sole expense. Additionally, BDI Pharmaceuticals agrees that the cost to Dyadic of services provided by non-Affiliate third-party subcontractors shall be separately called out in each Statement of Work and shall be equal to BDI Pharmaceutical's contracted price plus 10%.
2.2 Contracting Commitments . Subject to Section 9,
(a)    For the twenty-four (24) month period following the effective date of the first Statement of Work to be executed hereunder (the " Initial Commitment Period "), Dyadic expressly undertakes to contract Projects to BDI Pharmaceuticals a minimum cumulative amount of US$500,000 for each twelve (12) month period, to be paid at the rates indicated above, and BDI Pharmaceuticals agrees to make available qualified and skilled personnel and resources for them as and when required.
(b)    For a period of thirty - six (36) months following the Initial Commitment Period, at Dyadic's sole option, Projects may continue minimally at the same level of FTE's or greater, and BDI Pharmaceuticals represents that it will make the necessary qualified and skilled personnel and additional resources available to carry out such Projects for Sponsor.
(c)    If Dyadic, or its Affiliates, requests to lease lab space or gain access to equipment and personnel in order to qualify for European Union or other funding opportunities, BDI its Affiliates (such as, for example, without limitation, Dyadic Nederland BV) under equal terms and conditions as set forth in Section 2.1 and availability of such FTEs will managed through reasonable schedules and conditions to avoid affecting other works being developed by BDI Pharmaceuticals or Affiliates.
(d)    BDI Pharmaceuticals shall not at any time sell services at FTF rates or charge or charge lower percent margin on out-of-pocket expenses to a different sponsor of research services at prices below those stated in this Agreement. If BDI Pharmaceuticals charges a different sponsor a lower price for these service components, BDI Pharmaceuticals must immediately apply the

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lower price for the services under this Agreement. If BDI Pharmaceuticals fails to meet the lower price, Dyadic, at its sole option may terminate this Agreement without any liability pursuant to this Agreement's termination provisions.
2.3 Invoicing and Payment.
(a)    Sponsor shall pay BDI Pharmaceuticals the charges set forth in the applicable Statement of Work as invoiced. BDI Pharmaceuticals shall invoice Sponsor on a monthly basis and all undisputed payments should be made within thirty (30) days from the invoice date. Sponsor will provide prompt notice of and basis for any disputed amounts. The Parties shall cooperate in good faith to promptly resolve any invoicing disputes. Undisputed amounts due may not be withheld or offset by Sponsor except as set forth herein. All payments shall be made in Euros.
(b)    Each Party shall be responsible for any and all taxes levied as a result of the performance of each Party's respective activities under this Agreement, unless separately addressed in another section of this Agreement. All amounts payable under this Agreement are exclusive of withholding tax and value added, goods and services, sales or similar taxes (" VAT "), if applicable. For the avoidance of doubt, either Party may withhold from payments such taxes as are required to be withheld under applicable law and to the extent permitted by applicable law, BDI Pharmaceuticals shall not include VAT on the applicable invoices based on the nature of the Services. If VAT or any other tax is withheld by a Party (" Withholding Party "), such Withholding Party shall provide to the other Party (" Payee ") receipts or other evidence of such withholding and payment thereof to the appropriate tax authorities. The Withholding Party agrees not to withhold any taxes, or to withhold at a reduced rate, to the extent that the Payee is entitled to an exemption from, or reduction in the rate of, as appropriate, withholding under any applicable income tax treaty. If, after any remuneration is paid, it is determined by the appropriate taxing authorities that additional withholding taxes are due with respect to such withholding taxes, Payee shall directly pay such taxes or reimburse Withholding Party for any payment of such withholding taxes that Withholding Party makes.
ARTICLE 3
AUDITS
3.1 For Cause Audits. If Sponsor reasonably believes that the Projects are not being performed, or were not performed, in compliance with the terms of this Agreement or a Statement of Work hereunder, Sponsor may audit BDI Pharmaceuticals and/or any Affiliate of BDI Pharmaceuticals subcontracted hereunder upon reasonable advance notice to BDI Pharmaceuticals of not less than two (2) business days and during BDI Pharmaceuticals' or its Affiliates, if applicable, regular business hours. Sponsor or its agents may inspect BDI Pharmaceuticals' or its Affiliates', if applicable, facilities and may audit all records, including, but not limited to, Study Data and accounting records, relating to the Projects, subject to all confidentiality obligations and other restrictions herein or otherwise reasonably required by BDI Pharmaceuticals, or its Affiliate, prior to such inspection. BDI Pharmaceuticals will make or cause to be made available all such records and will provide reasonable assistance in the inspection or audit. Sponsor's right to audit will survive the expiration or earlier termination of this Agreement. Audits in accordance with the terms and conditions of this Section 3.1 may

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occur no more than four (4) times per calendar year. Audits conducted under this Section 3.1 shall be at Sponsor's expense, provided, however, that if any audit under this Section 3.1 results in material findings, the cost of such audit shall be paid by BDI Pharmaceuticals. If Sponsor issues an audit report to BDI Pharmaceuticals, BDI Pharmaceuticals shall be allowed twenty (20) business days to correct and / or issue corrective actions for any non-conformities found in the course of the audit . BDI Pharmaceuticals lack of adherence to this timeline will result in a material breach of this Agreement.
3.2 Quality Audits. At Sponsor's request , BDI Pharmaceuticals shall permit each Sponsor to perform one quality audit per year without cause, and additional visits if warranted. A Sponsor is allowed to review and access: BDI Pharmaceuticals quality systems, original study records and other primary documents, redacted government inspection reports such as FDA redacted 483s, areas of the BDI Pharmaceuticals facility relevant to provision of Services to the Sponsor, including laboratories and warehousing facilities (" Quality Audit "). A Sponsor may request a Quality Audit only upon reasonable advance notice of not less than ten (10) business days and during BDI Pharmaceutical's regular business hours and one (I) time per calendar year during the term of this Agreement. BDI Pharmaceuticals will not be asked to identify its non• Sponsor clients or disclose any confidential business information provided by those clients. Sponsor shall cause its accounting firm to retain all such information subject to the confidentiality restrictions of this Agreement.
3.3 Corrective Measures. BDI Pharmaceuticals agrees to institute reasonable corrective measures in BDI Pharmaceuticals' reasonable discretion to address deficiencies identified in a Sponsor audit.
3.4 Study Records. BDI Pharmaceuticals shall maintain and cause any subcontractors that it may use hereunder to maintain books and records, including, but not limited to protocols , protocol amendments, lab notebooks and raw data, relating to the conduct of any study conducted as part of the Projects (the " Study Data ") for the longer of fifteen (15) years or five (5) years following regulatory approval of the product to which the Study Data relates. BDI Pharmaceuticals shall provide Sponsor with access to or copies of the Study Data, at Sponsor's expense, within five (5) business days' following Sponsor ' s written request therefor. In the event that BDI Pharmaceuticals plans to dispose of any Study Data following the conclusion of the time-frame stated above , BDI Pharmaceuticals shall provide Sponsor with thirty (30) days prior written notice and an option to transfer such records to Sponsor , at Sponsor's expense.
ARTICLE 4
INTELLECTUAL PROPERTY
4.1 Background IP. As between the Parties , each Party will own and retain all right, title and interest in and to their Background IP. " Background IP " means, with respect to a Party, any inventions, technology, know-how, trade secrets and any other intellectual property owned or controlled by such Party or its Affiliates prior to the Effective Date or developed or otherwise obtained by such Party outside the scope of this Agreement. Background IP shall also mean , with respect to Sponsor , intellectual property that is developed other than Collaboration IP , as provided herein. For the sake of clarity, without limitation, Background IP with respect to Dyadic shall include C1 Strains, Dyadic Improved Strains, Dyadic C1 Genomic Information, the

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Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents and/or any derivatives or modifications thereof and the Dyadic Follow-On IP and any results related thereto. Nothing in this Agreement grants or implies a license in any intellectual property of either Party except that BDI Pharmaceuticals hereby provides Sponsor with a non-exclusive, perpetual and royalty free license to use the BDI Pharmaceuticals' and its Affiliates Background IP as far as necessary for Sponsor to make use of the Results.
4.2 Collaboration IP. Inventorship shall be determined according to United States practice. " Collaboration IP" means, with respect to a Party, any inventions, technology, know-how, trade secrets, and any other intellectual property, whether patentable or not, that has been conceived or reduced to practice pursuant to this Agreement, a Statement of Work hereunder or that is related to a Project. Subject to the restrictions set forth in Section 4.1, Sponsor, shall own all right, title and interest in and to the Collaboration IP and the Results directly related to each Project for which they are a Sponsor, regardless of inventorship.
4.3 Responsibility for Preparation and Prosecution of IP. BDI Pharmaceuticals shall notify Dyadic promptly in writing of all Collaboration IP or Dyadic Follow-On IP conceived or generated by BDI Pharmaceuticals. BDI Pharmaceuticals agrees to assign, as applicable, and hereby irrevocably assigns to Dyadic all of its right, title and interest in and to the Collaboration IP and the Results or the Dyadic Follow-On IP, as necessary to affect Dyadic's sole ownership. Dyadic shall have the sole right and authority, but not the obligation, for the filing, prosecution and maintenance of the Collaboration IP. BDI Pharmaceuticals shall render all necessary assistance reasonably requested by Dyadic in preparing, filing and prosecuting the Collaboration IP. If necessary and when requested, BDI Pharmaceuticals shall (i) sign and execute all such forms and documents as may be necessary to assure and perfect rights in the Collaboration IP and the Dyadic Follow-On IP; and (ii) cause its current and/or former directors, employees, researchers, students, consultants and/or contractors to sign and execute all such forms and documents as may be necessary to perfect the Collaboration IP or the Dyadic Follow-On IP. Dyadic shall bear the costs and expenses for preparing, filing and prosecuting the Collaboration IP pursuant to this Section 4.3. Notwithstanding the foregoing, Dyadic my assign all rights to receive assignment of Collaboration IP to a Third Party and thereby direct such assignment to be made directly from BDI Pharmaceuticals to such Third Party, who shall have all rights to enforce this Section 4.3 as if it were Dyadic.
4.4 Non-Exclusive Limited Use Research License Grant from Dyadic to BDI Pharmaceuticals. Dyadic hereby grants to BDI Pharmaceuticals (" Sublicensee ") a non-exclusive, non-transferable, non-sub-licensable, except as set forth herein, and fully paid license of the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents and Dyadic Follow-On IP, the grant of the non-exclusive license being for the sole purpose of conducting research as contemplated by the Project and only broad enough to perform the Project in accordance with the terms of this Agreement (" R&D License "). The C 1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, any components of the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents, and any derivatives or

9


modifications of any of the foregoing, shall be used by Sublicensee and its Affiliates only in accordance with and for the execution of this Agreement, the completion of the Project and in compliance with applicable law. For the sake of clarity, (i) Sublicensee shall not transfer or deliver any Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools or the Danisco Patents, any components of the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools or the Danisco Patents, or any derivatives or modifications of any of the foregoing, to any Third Party without the prior written consent of Dyadic, which consent may be withheld in Dyadic's absolute discretion, and (ii) Sublicensee may not transfer or sublicense the R&D License for any purpose (a) except to the extent necessary to have Third Parties conduct contract research on behalf of the Sub licensee or for the Sublicensee to exercise its "have made" rights; (b) unless such subcontractor agrees in a signed writing to relinquish any and all rights to the commercial product and/or process of using C1 to make and sell the product without payment in addition to the amount negotiated for the provision of contract research services; and (c) unless such subcontractor agrees in a signed writing to protect, abide by and not otherwise violate the terms of the Pharma License Agreement.
4.5 Additional Conditions Incorporated from Pharma License Agreement. Sublicensee acknowledges that it has read the Pharma License Agreement entered into between Danisco US Inc, and Dyadic International, Inc. and agrees to be bound by the provisions of such Pharma License Agreement as if it were a party to such Pharma License Agreement. For the avoidance of doubt, this includes the provisions of Section 10.7 of the Pharma License Agreement regarding resolution of disputes. Sublicensee agrees that Danisco US Inc. or any authorized assignee of Danisco US Inc. is an intended third party beneficiary to any Sub license Agreement and shall be entitled to enforce the terms of this Agreement directly against Sub licensee. This Sub license Agreement shall not be further sublicensed except that, as applicable, the C1 Strains (as defined in the Pharma License Agreement), the Danisco Improved Strains, the Dyadic Know-How (as defined in the Pharma License Agreement), the Sponsor Materials (as defined in the Pharma License Agreement), Dyadic Patents, Danisco Know-How, the Genetic Tools (as defined in the Pharma License Agreement) and the Danisco Patents may be further sublicensed to the extent necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for a Licensed Party (as defined in the Pharma License Agreement), for a Sublicensee to exercise its 'have made' rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates (as defined in the Pharma License Agreement) or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Products on behalf of such Sub licensee under terms no less restrictive than the terms set forth in Section 2.2 of the Pharma License Agreement entered into between Danisco US Inc. and Dyadic International Inc.
4.6 Dyadic Follow-On IP. Dyadic shall own all Dyadic Follow-On IP, regardless of (i) inventorship; (ii) whether the Dyadic Follow-On IP is conceived or reduced to practice pursuant to this Agreement; and (iii) whether the Follow-On IP is related to a Project. As used herein, Dyadic Follow-On IP shall include all inventions, technology, know-how, trade secrets and any other intellectual property or results related to the C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Cl Genomic Information,

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Dyadic Patents, Danisco Know-How, the Dyadic Improved Strains, the Genetic Tools, the Danisco Patents and/or any derivatives or modifications thereof, BDI Services Generated Tools, Dyadic Cl Genomic Information and/or improved media and fermentation development and processes (" Dyadic Follow-On IP ").
4.7 Results. All Results shall be owned by Dyadic and Dyadic shall be free to exploit the same at its own discretion. BDI Pharmaceuticals hereby assigns and transfers all intellectual property rights attached to the Results to Dyadic without any cost other than the price as specified in each of the Statements of Work relating thereto. BDI Pharmaceuticals shall take all acts necessary for the intellectual property rights to vest with Dyadic or sign any documents necessary to record the intellectual property rights in the name of Dyadic.
4.8 Restrictions on Use and Transfer of the Sponsor Materials and Cl Strains.
(a)    The Sponsor Materials, the C1 Strains, any components of the Sponsor Materials and C1 Strains, and any derivatives or modifications of any of the foregoing, shall be used by BDI Pharmaceuticals and its Affiliates only in accordance with and for the execution of this Agreement, the R&D License, the Pharma License Agreement and in compliance with applicable law.
(b)    BDI Pharmaceuticals and its Affiliates shall not transfer, deliver or sublicense any C1 Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic C1 Genomic Information, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Background IP or Collaboration IP, any components of the Cl Strains, the Danisco Improved Strains, the Dyadic Know-How, the Sponsor Materials, Dyadic Cl Genomic Information, Dyadic Patents, Danisco Know-How, the Genetic Tools, the Danisco Patents, the Dyadic Background IP, Collaboration IP or any derivatives or modifications of any of the foregoing or results related therero, to any Third Party without the prior written consent of Dyadic, which consent may be withheld in its absolute discretion.
(c)    Each Third Party Sponsor is an intended beneficiary of this Agreement with respect to any terms regarding such Sponsor's Sponsor Materials, any components of such Sponsor Materials and Results of Directed Projects engaged by such Sponsor.
ARTICLE 5
CONFIDENTIALITY
5.1 Definition. "Confidential Information" means any information disclosed by one Party (the " Disclosing Party ") to the other (the " Receiving Party "), whether oral, written, visual, electromagnetic, electronic or in any other form, and whether contained in memoranda, summaries, notes, analyses, compilations, studies or other documents, and whether the same have been prepared by the Disclosing Party or the Receiving Party: (i) which, if in written, graphic, machine-readable or other tangible form is marked as "Confidential" or "Proprietary," or which, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is summarized in writing and similarly marked and delivered to the Receiving Party within thirty (30) days after initial disclosure; and (ii) which includes but is not necessarily limited to, (A) technical data or information, including proprietary host organisms and their

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strains, plasmids/vectors, DNA sequences, gene expression, fungal high throughput screening, enzymes and their applications, research and manufacturing protocols and practices, formulae, charts, analyses, reports, patent applications, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, raw materials, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and the like, whether or not relating to experimental data, projects, products, processes, research practices and the like; (B) past, present and future business, financial and commercial data or information, prices and pricing methods, marketing and customer information, financial forecasts and projections, and other data or information relating to strategies, plans, budgets, sales and the like; and (C) any other data or information delivered by the Disclosing Party to the Receiving Party or which the Receiving Party has acquired from the Disclosing Party by way of the former's inspection or observation during visits to the research laboratory, manufacturing plan or other type of facility of the latter Party. The Parties expressly acknowledge and agree that all information of a proprietary and/or confidential nature furnished by the Disclosing Party to the Receiving Party in furtherance of the Disclosing Party's obligations under this Agreement shall be deemed Confidential Information. Subject to the restrictions and permissions set forth herein, the Results, Collaboration IP, Follow On IP and Background IP shall be Confidential Information of Dyadic. Notwithstanding anything to the contrary contained herein, any failure by the Disclosing Party to mark, identify or confirm the Confidential Information shall not relieve Receiving Party of its obligations under this Agreement where Receiving Party knows or has reason to know that the information disclosed to it is Confidential Information.
5.2 Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records.
5.3 Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided , however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research

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organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.
5.4 Permitted Disclosures of Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure and to the extent permitted by law, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Parties. Each of the Parties represents and warrants to the other Party that:
(a)    it is a company duly organized, validly existing and in good standing under the laws of, in the case of Dyadic, Delaware, and in the case of BDI Pharmaceuticals, Spain;
(b)    the execution of this Agreement on its behalf has been properly authorized by all necessary corporate or company action, as the case may be;
(c)    this Agreement is valid and binding on it and enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity;
(d)    neither the execution nor the performance of this Agreement will constitute a breach or violation of the terms of its charter or organizational documents or any contract, agreement or other commitment to which it is a party or by which it or any of its properties are bound;
(e)    there are no bankruptcy, insolvency, receivership or similar proceedings involving it or any of its Affiliates either pending or contemplated, or any other pending or threatened actions, suits, arbitrations or other proceedings by or against it;
(f)    the execution, delivery and performance of this Agreement does not and will not conflict with or result in breach of any term, condition, obligation or restriction of any other agreement of the Parties with any Third Party; and

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(g)    it has not used and shall not use in the course of its performance hereunder, and shall not disclose to the other, any confidential information of any other Person, unless it is expressly authorized in writing by such Person to do so.
6.2 Representations and Warranties of Dyadic. Dyadic represents and warrants to BDI Pharmaceuticals that the Sponsor Materials do not contain any intellectual property, proprietary information or materials, content, software or other materials of any Third Party that would require BDI Pharmaceuticals or its Affiliates to acquire a license or otherwise pay a Third Party for the use thereof in accordance with the terms of this Agreement.
6.3 Representations and Warranties of BDI Pharmaceuticals. BDI Pharmaceuticals represents and warrants to Dyadic that:
(a)    all licenses or other material rights or permissions to use any Third Party intellectual property used by BDI Pharmaceuticals or its Affiliates in the operation of their respective businesses have been obtained by the BDI Pharmaceuticals or its Affiliates and all license fees, royalties and any other amounts (if any) due and payable under such license agreements have been paid;
(b)    no activities will be carried out by BDI Pharmaceuticals or its Affiliates or subcontractors hereunder on behalf of Sponsor that directly or indirectly incorporates or uses the C1 Technology in any manner that will require a license, milestones, royalties or payments of any kind other than those payments set forth herein or on a Statement of Work signed by both Parties;
(c)    it shall have the necessary facilities, lab equipment and personnel to timely and efficiently carry out all work as may be set forth in the Statements of Work;
(d)    it will perform the Projects using its good faith Best Efforts to achieve the expected outcomes indicated in each Statements of Work in accordance with prevailing industry standards;
(e)    it will perform the Projects in accordance with all applicable laws , rules , regulations and guidances;
(f)    all work , Services or Results , or any part thereof, delivered to a Sponsor under a Statement of Work , does not, and will not , upon delivery to Dyadic or such Third Party beneficiary infringe any patent right, copyright, trade secret right or other intellectual property right of a Third Party;
(i)    it shall use commercially reasonable efforts to ensure that the condition and calibration of all equipment used to perform the Projects hereunder is properly and adequately maintained;
(g)    it will comply with all appropriate animal welfare rules, as specified by law , Dyadic or the Institutional Animal Care and Use Committee (IACUC) that governs animal studies conducted by BDI Pharmaceuticals;

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(h)    no individual that has been debarred or disqualified by the FDA pursuant to 21 U.S.C. §335a (a) or (b) or by the European Medicines Agency, the European Commission, or the Regulatory Authority of an European Union Member State under any foreign equivalent thereof will perform or render, any Services or assistance to BDI Pharmaceuticals;
(i)    it has no knowledge of any circumstances which may affect the accuracy of the foregoing warranties and representations, including, but not limited to, the US Food and Drug Administration, European Medicines Agency or other governmental investigations of, or debarment proceedings against, BDI Pharmaceuticals or any person or entity performing Services or rendering assistance relating to activities taken pursuant to this Agreement, and BDI Pharmaceuticals will immediately notify Dyadic if BDI Pharmaceuticals becomes aware of any such circumstances during the Term;
(j)    it shall attract, hire and/or otherwise retain the Key Persons within thirty (30) days of the Effective Date and thereafter, it shall notify Dyadic within five (5) business days of the date it becomes aware of the pending or actual termination of services of any Key Person; and
(k)    to the extent it uses confidential information of any other Person in the course of its performance hereunder, it has been expressly authorized to do so in writing and warrants that there will be no cost to Dyadic now, or in the future, related to the use of such information, in excess of the amounts mutually agreed to be paid pursuant to a Statement of Work.
6.4 Disclaimer. Except for the foregoing warranties, THE FOREGOING WARRANTIES OF EACH PARTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.
ARTICLE 7
INDEMNIFICATION
7.1 In General . Subject to the provisions of Section 7.4, each Party (the " Indemnifying Party ") shall defend, indemnify and hold harmless the other Party, its Affiliates, and its and their employees, officers, directors, agents, and licensees (each an " Indemnified Party ") against any loss, damage, expense, or cost, including reasonable attorneys' fees, arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a Third Party (an " Action ") based on (i) the Indemnifying Party's breach of this Agreement; or (ii) negligence, willful misconduct or violation of any law or regulation by the Indemnifying Party, its Affiliates, or its or their employees, officers, directors or agents. This requirement for indemnification is meant by the Parties to extend to the Representations and Warranties set forth in Article 6.
7.2 Procedure . If an Indemnified Party becomes aware of any Action it believes is indemnifiable under Section 7 .1, (i) the Indemnified Party shall give the Indemnifying Party prompt written notice of such Action; (ii) the Indemnifying Party shall assume, at its expense, the sole defense of such claim or cause of action through counsel selected by it and reasonably acceptable to the Indemnified Party, except that in the case of a conflict of interest between the Parties, the Indemnifying Party shall, at the Indemnifying Party's expense, provide separate

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counsel for the Indemnified Party selected by the Indemnified Party; (iii) the Indemnifying Party shall maintain control of such defense, including any decision as to settlement, except that any settlement of an Action shall require the written consent of both Parties, which consent shall not be withheld or delayed unreasonably; (iv) the Indemnified Party may, at its option and expense, participate in such defense, and in any event, the Parties shall cooperate with one another in such defense; and (v) the Indemnifying Party shall bear the total costs of any court award or settlement in such Action.
7.3 Third Party Infringement. Each of the Parties shall indemnify, defend and hold harmless the other Party and its Affiliates and their respective officers, directors and employees from any losses, damages, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of or result from any Third Party claims of infringement of any patent or copyright, or misappropriation of any trademark, trade secret or other intellectual property right, private right or any other proprietary or personal interest related by circumstances to the existence of this Agreement or the Project (" Infringement Claim "). Dyadic's obligation with regard to indemnifying BDI Pharmaceuticals hereunder shall be limited to breaches of its (i) obligations under Article 4, or (ii) representations and warranties set forth in Section 6.2 with respect to the status of the intellectual property discussed therein as of the date hereof.
7.4 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BOTH PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY, OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY SHALL BE OR HAVE BEEN ADVISED, SHALL HAVE REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. A PARTY'S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID BY DYADIC TO BDI PHARMACEUTICALS UNDER THIS AGREEMENT IN THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR INFRINGEMENT UNDER SECTION 7.3, INFRINGEMENT BY ONE PARTY OR ITS AFFILIATES OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, BREACH OF CONFIDENTIALITY, FRAUD OR WILLFUL MISCONDUCT BE LIMITED BY THIS SECTION 7.4.
IN ADDITION, EACH PARTY HEREBY ACKNOWLEDGES THAT THE OTHER PARTY CANNOT AND DOES NOT ASSURE THE FIRST PARTY THAT ANY PROJECT WILL CULMINATE IN THE SUCCESSFUL ACHIEVEMENT OF THE PROJECT'S OBJECTIVES. ACCORDINGLY, EACH PARTY HEREBY EXPRESSLY AGREES EXCEPT IN THE INSTANCE OF A MATERIAL BREACH BY THE OTHER PARTY OF ITS OBLIGATIONS HEREUNDER, NO PARTY SHALL HAVE LIABILITY OF ANY KIND WHATSOEVER TO

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THE OTHER PARTY BY REASON OF FAILURE OF ANY PROJECT TO SUCCESSFULLY ACHIEVE ITS OBJECTIVES.
ARTICLE 8
TERM AND TERMINATION
8.1. Term. This Agreement shall enter into force upon the closing of the transactions contemplated by the Investment Agreement (the "Effective Date ") and shall expire five (5) years as of from the Effective Date (the " Term "), excluding the Articles and Sections and their legal effects of which are meant to survive the termination or expiration of the Agreement.
8.2. Termination in the Event of Insolvency. Either Party may terminate this Agreement if the other Party becomes insolvent, voluntarily files a petition for relief under bankruptcy or any similar or other insolvency laws (or has a petition filed against it and the same remains undischarged or unstayed for sixty (60) days) or voluntarily or involuntarily enters receivership or any similar or other insolvency proceeding.
8.3. Termination for Breach. Without prejudice to any other damages or remedies available under applicable law and/or this Agreement, either Party has the right, at any time, to terminate this Agreement or any Statement of Work hereunder by written notice and without further formality upon a breach by the other Party in the performance of the provisions of this Agreement or such Statement of Work, provided such breach is not cured within thirty (30) days following receipt by the defaulting Party of a written notice from the non-defaulting Party to remedy such breach. However, (i) in case of a breach, which is not capable of being cured; or (ii) where any Party repeatedly or consistently fails to meet its contractual obligations following an initial cure period, the other Party has the right to terminate this Agreement or such Statement of Work immediately, by written notice and without any further formality and (additional) cure period.
8.4. Termination by Dyadic or Sponsor. Dyadic may terminate this Agreement, at its sole option, in its entirety or Sponsor may terminate any Statement of Work, at any time upon either (i) thirty (30) days written notice to BDI Pharmaceuticals, if no Statements of Work are operational under the Agreement at the time of termination and the date of termination is on or after July 1, 2019; (ii) upon ninety (90) days written notice to BDI Pharmaceuticals; or (iii) immediately upon the termination of the services of any Key Person or failure to hire any Key Person within the time allotted herein.
8.5. Termination by BDI Pharmaceuticals. After July 1 , 2019, BDI Pharmaceuticals may terminate this Agreement in writing, at its sole option, in its entirety at any time upon one hundred and eighty (180) days written notice to Dyadic, if there are no active Statements of Work and no Projects have been contracted by Dyadic under this Agreement during the six (6) month period immediately prior to the termination date.
8.6. Effect of Termination.
(a) Accrued Rights and Obligations . Termination of this Agreement or a Statement of Work hereunder for any reason shall not release any Party from any obligation which, at the time of such termination, has already accrued and become due to the other Party or which is

17


attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
(b) Return of Confidential Information and Materials. Upon any termination of this Agreement, BDI Pharmaceuticals shall promptly return to Sponsor all Confidential Information received from Sponsor. BDI Pharmaceuticals may retain a copy of the Confidential Information that must thereafter be used solely as a legal record of the Confidential Information under this Agreement.
(c) Destruction of Confidential Information and Materials. Upon any termination of this Agreement, Sponsor may request BDI Pharmaceuticals to destroy all Confidential Information received from Sponsor instead of returning it in accordance with paragraph (b) above. BDI Pharmaceuticals may retain a copy of the Confidential Information that must thereafter be used solely as a legal record of the Confidential Information under this Agreement.
(d) Rights in IP. In the event of termination of this Agreement either on or prior to the expiration of the Term by either Party, all rights and licenses of BDI Pharmaceuticals to Background IP and Results shall automatically terminate and/or revert back to Sponsor and any license grants from Dyadic to BDI Pharmaceuticals, such, for example, without limitation, the license grants provided in Article 4 shall terminate.
(e) Other Remedies Available. Notwithstanding anything in this Agreement to the contrary, in the event of termination of this Agreement, each Party shall have available every remedy allowed under law and equity, including but not limited to specific performance, suit for damages, and rescission.
8.7. Survival. Termination of a Statement of Work shall not result in a termination of the entire Agreement unless so stated in the termination notice. Notwithstanding anything to the contrary contained herein, the provisions of Recital VI, Article 1, Section 2.3, Section 3.1, Section 3.4, Section 4.1 through Section 4.3, Section 4.5 through Section 4.8, Article 5 through Article 7, Section 8.6, Section 8.7, Article 9 shall survive any termination of this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Relationship between Parties. Dyadic and BDI Pharmaceuticals are separate business entities, and shall not be considered as joint ventures, partners, agents, servants, employee, or fiducairies of each other. The Parties specifically agree that any obligation to act in good faith and to deal fairly with each other which may be implied in law shall be deemed satisfied by the Parties' compliance with the express terms of this Agreement
9.2 No Implied Rights . Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any Party any right and/or any license to any intellectual property right or application therefor (including but not limited to patent applications or patents) which are held by and/or in the name of the other Party and/or which are controlled by or licensed by the other Party, or to any Confidential Information received from the other Party.

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9.3 Entire Agreement; Amendment. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous discussions, agreements, commitments and writings in respect thereof. No amendment or addition to this Agreement shall be effective unless reduced to writing and executed by the authorized representatives of the Parties.
9.4 Force Majeure. Neither Party shall be held in breach of its obligations hereunder to the extent only that due performance or observance of such obligation is prevented or delayed by war and other hostilities, civil commotion, accident, trade disputes, acts or restraints of government imposition or restrictions of imports or exports or any other cause not within the control of the Party concerned. The Party concerned shall forthwith notify the other Party of the nature and effect of such event and both Parties shall, where the same is practicable, use every reasonable endeavor to minimize such effect and to comply with the respective obligation herein contained as nearly as may be in their original form.
9.5 Foreign Corrupt Practices Act and Anti-Bribery Provisions. During the Term, the Parties will not, and shall cause their Affiliates to not, make or provide any payments or gifts or any offers or promises of any kind, directly or indirectly, to any official of any government or to any official of any agency or instrumentality of any government, or to any political party or to any candidate for political office (the foregoing individually and collectively referred to as " Government Official "). If, on the Effective Date, or at any time during the Term of this Agreement any Government Official or an active member of the armed services of any government (i) owns an interest in that certain Party or its Affiliate, (ii) has any legal or beneficial interest in this Agreement or in payments to be received by that certain Party or its Affiliate in connection with the Services to be provided by hereunder, or (iii) is a director, officer or employee of that certain Party or its Affiliate, that certain Party will notify the other Party and will take such actions to assure that the affected person does not take any action, official or otherwise, and/or use any influence in connection with the other Party's business.
9.6 Assignment. Except as otherwise set forth herein, neither Party shall assign all or part of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may be withheld in their absolute discretion; provided, however, that this Agreement may be assigned at any time by either Party in connection with the merger or acquisition of the respective Party or the sale of all or substantially all of the assets of the Party to which this Agreement relates. The Parties rights under this Agreement shall bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns. Notwithstanding the foregoing, BDI Pharmaceuticals shall be entitled to retain from time to time, the services of subcontractors to provide Services under this Agreement, provided, however, that any such subcontractors to be used by BDI Pharmaceuticals to provide Services hereunder shall be consented to by Dyadic, which consent shall not be unreasonably withheld or delayed. Fees for such subcontractors shall be applied to and paid by BDI Pharmaceuticals as part of the fees paid by Dyadic to BDI Pharmaceuticals hereunder.
9.7 Severability. In the event any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement or any of the Parties hereto be invalid, illegal or unenforceable, such provision(s) shall be validly

19


reformed to as nearly approximate the intent of the Parties as possible and if unreformable, the Parties shall meet to discuss in good faith what steps should be taken to remedy the situation.
9.8 Publicity; Use of Name. Notwithstanding anything to the contrary in this Agreement, Dyadic may issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Results yielded hereunder without the prior consent of BDI Pharmaceuticals and notwithstanding the existence of any confidentiality or non-disclosure obligations that Dyadic may have, which, for the avoidance of doubt, may include the filing of this Agreement or any Statement of Work and/or summaries thereof with the U.S. Securities and Exchange Commission by Dyadic as required by U.S. federal securities law (such requirement to be determined by Dyadic in its sole discretion) and industry and investor conferences and presentations. BDI Pharmaceuticals may not issue any press releases or make any other public statement with respect to the transactions contemplated hereby or the Results yielded hereunder without the prior written consent of Dyadic, which may be withheld in Dyadic's sole discretion. The Parties may (i) disclose the terms of this Agreement to such Party's auditors, attorneys, bankers or investment bankers as necessary for their rendition of services to such Party; and (ii) disclose the terms of this Agreement to bona fide prospective investors, merger partners, strategic partners, or acquirors and their respective professional advisors, in connection with the negotiation, entry into and/or performance of a business transaction between such parties, including the conduct of due diligence involved in such transaction, provided, however, that such parties are subject to obligations of confidentiality and non-use at least as restrictive as those set forth in Article 5. During the Term and for a reasonable time thereafter, Dyadic may use BDI Pharmaceuticals' and its Affiliates' names and logos in a press releases, marketing material and/or advertisement disclosing the existence of this Agreement. Except for disclosures permitted pursuant to this Section 9.8, neither Party will use the other's name for advertising or external publicity purposes without its consent, except that Dyadic may include in its promotional materials references to and quotations from publications of results of the Projects. In addition, in the event there is a Third Party beneficiary to a Directed Project, such Third Party Sponsor may issue press releases or make any other public statement with respect to the Directed Project or the Results yielded thereunder without the prior written consent of BDI Pharmaceuticals.
9.9 Notices. All notices, requests, reports and other communications provided in this Agreement shall be in writing and shall be deemed to have been made or given: (i) when delivered, if delivered by hand; (ii) when confirmation of transmission received, if sent by facsimile or by email; (iii) two days following deposit with an overnight courier; or (iv) on the date ten business days following deposit, as certified or registered mail, with the postal service of the country of the Party providing notice:
To Dyad i c :

Att: Mark Emalfarb
Address: 140 Intracoastal Pointe Drive,
Suite# 404, Jupiter, Florida, 33477 USA
E-mail: m emalfarb@dyadic.com
Tel: (561) 743-8333
Fax: (561) 743-8513

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With a copy to:

Att: Laura Nemeth
Squire Patton Boggs (US) LLP
127 Public Square, Suite 4900
Cleveland, Ohio 44114
E-mail: laura.n e m e t h @ quirepb.com
Telephone: 216-4 79-8552
Facsimile: 216-4 79-8780

To BDI Pharmaceuticals:

Att: Emilio Gutierrez
Biotechnology Developments for
Industry in pharmaceuticals S.L.U
Louist Proust 13
47151 Boecillo (Valladolid) Spain
E-mail: egutierrez@bdibiotech.com
Tel: 983 548 563/ 983 010 722
Fax: None
9.10 Applicable Law and Arbitration.
(a)    This Agreement shall be governed by, and interpreted under , the laws of Florida , United States, without application of rules on conflicts of laws.
(b)    Disputes between the Parties shall be resolved as provided by this Section 9.10. Any Party shall give the other Party written notice of any dispute under this or in connection with this Agreement. The Parties shall attempt to resolve such dispute promptly by negotiation among the chief executive officers of the Parties and his/her advisors and executive officers of the BDI Group and Dyadic, as applicable. Within thirty (30) days after delivery of the notice, the Party(ies) receiving the notice shall submit to the other a written response. The notice and response shall include: (A) a statement of each Party's position and a summary of arguments supporting that position; and (B) in the case of any member of the BDI Group or Dyadic , the name and title of the executive officer of such Party who will represent such Party and, in the case of any Party , the name and title of any other person who will accompany such Party during the negotiations. Within thirty (30) days after delivery of the disputing Party's notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they deem reasonably necessary, to attempt to resolve the dispute.
(c)    If any dispute has not been resolved by the Parties in accordance with Section 9.10(b) within forty-five (45) days after the disputing Party's request notice, or if the Parties fail to meet within thirty (30) days after such request notice, then each of the Parties agrees that such dispute shall be finally and exclusively settled without appeal by arbitration in New York City, New York, administered by the American Arbitration Association (" AAA ") under its Commercial Arbitration Rules in effect as of the date of the request for arbitration, which rules are deemed to

21


be incorporated into this Section 9 .10(c) provided , however , that in the event of any conflict between such rules and the other provisions of this Agreement, such other provisions of this Agreement shall control. The arbitration shall be conducted before a single arbitrator. The decision of the arbitrator shall be in writing, shall set forth the facts found by the arbitrator to exist, his/her decision and the basis for that decision and shall be final and binding upon the Parties and not subject to appeal. Judgement upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof , including any court having jurisdiction over any of the Parties or their assets. Each Party shall bear its own costs and expenses in connection with the arbitration, including reasonable attorneys' fees, disbursements , arbitration expense, arbitrators' fees and the administrative fee of the AAA.
9.11 Independent Parties; No Authority to Bind. The relationship of BDI Pharmaceuticals and Dyadic is that of independent contractors. Neither Party nor their employees are agents, partners, employers, employees, joint venturers, have any other kind of relationship with the other Party except as specified in the Research Services Agreement and Investment Agreement . Neither Party shall have any authority to bind the other party to any obligation by contract or otherwise.
9.12 Non-Compete . During the term of this Agreement and for a period of five (5) years thereafter, BDI Pharmaceuticals agrees that it will not work on Cl Strains for anyone other than Dyadic on pharmaceutical applications and/or processes (animal or human, including but not limited to active pharmaceutical ingredients or catalysts) unless so authorized in writing by the CEO of Dyadic. BDI Pharmaceuticals shall cause the substance of this clause to be included in any sub-contract for performance of Services hereunder. For the purposes of this Section , "C1 Strains" shall be defined as any fungal strains that have the taxonomy of either (i) Myceliopthora, (ii) Corynascus or (iii) Sporotrichium and any strains derived or generated from the Cl Strains transferred hereunder in the Project or under this Agreement.
9.13 Construction of Agreement. The Parties acknowledge that they thoroughly have reviewed this Agreement and bargained over its terms. Accordingly, this Agreement shall be construed without regard to the Party or Parties responsible for its preparation and shall be deemed to have been prepared jointly by the Parties.
9.14 Cumulative Rights and Remedies. The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law , cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.
9.15 Headings. All headings in this Agreement are included solely for convenient reference, are not intended to be full and accurate descriptions of the contents of this Agreement, shall not be deemed a part of this Agreement, and shall not affect the meaning or interpretation of this Agreement.
9.16 Amendments. This Agreement may be modified or amended only by written agreement of the Parties.

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9.17 English Language. The Parties shall use the English language in all communications relating to this Agreement, and the English language version of this Agreement signed by the Parties shall control over any and all translations.
9.18 Entire Agreement. This Agreement, together with any supporting documents recited herein, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements between the Parties concerning the subject matter hereof.
9.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in two counterparts by their duly authorized representatives, each Party acknowledging receipt of one original.
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY DEVELOPMENTS
FOR INDUSTRY IN
PHARMACEUTICALS, S.L.U.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mark A. Emalfarb
 
By:
 
Name:
Mark A. Emalfarb
 
Name:
 
Title:
Chief Executive Office
 
Title:
 
Date:
6-30-17
 
Date:
 




























Signature Page to Service Framework Agreement


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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in two counterparts by their duly authorized representatives, each Party acknowledging receipt of one original.
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY DEVELOPMENTS
FOR INDUSTRY IN
PHARMACEUTICALS, S.L.U.
 
 
 
 
 
 
 
 
 
 
By:
 
 
By:
/s/ Emilio Gutienna
Name:
 
 
Name:
Emilio Gutienna
Title:
 
 
Title:
Attorney
Date:
 
 
Date:
30-6-2017




























Signature Page to Service Framework Agreement



25


EXHIBIT A
KEY PERSONS

[*]


A-1


Service Framework Agreement
Statement of Work No. [_]


EXHIBITB
FORM OF STATEMENT OF WORK
Statement of Work No.[_]
to
Service Framework Agreement


Overview of Statement of Work
Work Related
 To
[insert general description of task and/or compound being studies]
Timeline
[From [date] to [date]] or [ ______ weeks]
Total SOW
 Value
[Insert total cost in Euros]
Payment
 Schedule
[50%] upon execution of this agreement
[40%] upon delivery of draft report
[10%] upon delivery of final report
BDI
Pharmaceuticals
 contact
[insert name and contact details of BDI Pharmaceuticals project manager]
Sponsor
contact
[insert name and contact details of Sponsor project manager]
Sponsor
Materials
See Exhibit 1 for a list of Sponsor Materials to be provided hereunder for use in preforming the Project
Genetic Tools
See Exhibit 2 for a list of Genetic Tools to be provided hereunder for use in preforming the Project

THIS STATEMENT OF WORK (the " SOW ") is by and between Dyadic International, Inc., [on behalf o f _________ (" Sponsor ") and Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. ("BDI Pharmaceuticals") and upon execution this SOW will be incorporated into the Service Framework Agreement between Sponsor and BDI Pharmaceuticals dated June ___, 2017 (the " Agreement "). Capitalized terms in this SOW will have the same meaning as set forth in the Agreement.

This SOW provides an outline of the tasks related to the testing of [insert] (the "Project" ) that will be performed by BDI Pharmaceuticals based on the direct request and funding support by Sponsor in the amount of $ [insert total cost in Euros].

1. DELIVERABLES

The key deliverables of BDI Pharmaceuticals under this SOW are [insert]. A draft report is due before or on [date] and the final report due ten (10) days after receiving comments and discussio n fro m Sponsor.

2. SERVICES


2


Service Framework Agreement
Statement of Work No. [_]



2.1 [INSERT PROJECT TITLE IN ALL CAPS]
Project Investigator : [Insert name and contact details]
2.1.1 Objective 1 : [Insert first project objective] [Make duplicate copies of this Section 2.1.1 as needed]
The following table sets forth the supported tasks, their durations and costs.
[Below is an example table to be filled in to break the project down into subpart tasks, duration and cost]
Task
Number
Task Description
Duration
Cost
Task 1 . 1
 
 
 
Tas k 1 . 2
 
 
 
Tas k 1 . 3
 
 
 
Task 1. 4
 
 
 
Task 1 . 5
 
 
 
Task 1 . 6
 
 
 
3. PROJECT PROGRESS TRACKING
BDI Pharmaceuticals shall provide [bi-weekly] progress reports with all completed units of work (study reports, etc.) attached to the reports as exhibits.
4. COMPENSATION
Payments shall be made in accordance with the following schedule:
€[______] upon execution of this agreement
€[______] upon delivery of draft progress report
€[______] upon delivery of draft progress report
Payment can be made by sending a check or wire transfer to in accordance with the terms set forth in the
Agreement the account listed below.
[Insert BDI Pharmaceuticals wire transfer information]
Any increase to the price of any above listed activity shall be agreed upon by the parties in writing.
5. CONFIDENTIAL INFORMATION I ARCHIVE
All materials (e.g., protocol, raw data, reports) received by BDI Pharmaceuticals due to performance hereunder will be archived shall be deemed Confidential Information of Sponsor in accordance with Article 5 of the Agreement and shall by archived in accordance with Section 3.4 of the Agreement. All study samples shall be stored in accordance with Sponsor protocol after study completion.
6. MISCELLANEOUS

3


Service Framework Agreement
Statement of Work No. [_]



All terms and conditions of the Agreement remain the same, except as modified herein. The work described in this SOW will be done in strict accordance with any protocol provided by Sponsor for such work or agreed to by Sponsor. This SOW is incorporated into and made a part of the Agreement. This SOW may be executed in one or more duplicate counterparts, each of which shall be deemed an original, but which collectively shall constitute one and the same instrument. Any term or provision of this SOW may be amended , and the observance of any term of this Agreement may be waived, only by a Change Order signed by both parties to be bound thereby.


[Signatures Follow]

4


Service Framework Agreement
Statement of Work No. [_]



IN WITNESS WHEREOF, the parties hereto, intending to be l eg ally bound, have caused this SOW
to be executed by their duly authorized representatives as of the [date] .


SPONSOR:
 
 
 
 
 
 
 
 
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY DEVELOPMENTS FOR
 INDUSTRY IN PHARMACEUTICALS, S.L.U.
 
 
 
 
 
 
 
 
 
 
By:
 
 
By:
 
 
 
 
 
 
Name:
Mark Emalfarb
 
Name:
 
Title:
Chief Executive Office
 
Title:
 

B-1


Service Framework Agreement
Statement of Work No. [_]


EXHIBIT 1
SPONSOR MATERIALS


[Insert list of Sponsor Materials to be Provided for use in performing the Project.]











EXHIBIT 2
GENETIC TOOLS


[Insert list of Genetic Tools to be Provided for use in performing the Project . ]

B-2


Service Framework Agreement
Statement of Work No. [_]



CHANGE ORDER No. ____ TO
STATEMENT OF WORK No. ____


Upon execution hereof, this Change Order No. _ to Statement of Work No. _ (this " Change Order ") shall amend and supersede the terms of that certain Statement of Work between BDI Pharmaceuticals and Sponsor dated as of , 20__ (" SOW No. _") with respect to the subject matter hereof.

[INSERT REVISED TERMS]













Effect of Change Order . Except as expressly amended herein, the terms of SOW No.__ shall remain unchanged and in full force and effect. This Change Order shall be subject to the terms and conditions of that certain Service Framework Agreement between BDI Pharmaceuticals and Sponsor.

IN WITNESS WHEREOF, the parties hereto, intending to be l eg ally bound, have caused this SOW
to be executed by their duly authorized representatives as of the [date] .

SPONSOR:
 
 
 
 
 
 
 
 
DYADIC INTERNATIONAL, INC.
 
BIOTECHNOLOGY DEVELOPMENTS FOR
 INDUSTRY IN PHARMACEUTICALS, S.L.U.
 
 
 
 
 
 
 
 
 
 
By:
 
 
By:
 
 
 
 
 
 
Name:
Mark Emalfarb
 
Name:
 
Title:
Chief Executive Office
 
Title:
 

B-3
Exhibit 10.16
Execution Version

[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.

Feasibility Study Agreement

BY AND BETWEEN
Sanofi-Aventis Deutschland GmbH , a German corporation with its principal place of business at lndustriepark Höchst, 65926 Frankfurt am Main, Germany,
hereinafter referred to as "SANOFl",
and
DYADIC INTERNATIONAL, INC., with a principal office at lntracoastal Pointe Drive, Suite 404, Jupiter, FL 33477-5094, USA,
hereinafter referred to as "COMPANY".
SANOFI and COMPANY are hereinafter individually or collectively referred to as a "Party" or the "Parties".
PREAMBLE
SANOFI is, within the sanofi pharmaceutical group, one of the companies specialized in research, development and manufacturing of pharmaceutical products for human health;
SANOFI desires to appoint COMPANY to provide certain Services (as defined in Section 2.1 below and in Annex 1 ) and selects COMPANY due to its expertise, quality of service, personnel, systems, and the ability to provide the Services within the required timeframe;
The Parties have agreed that COMPANY shall provide the Services under the terms of this Agreement and formalized by one or more purchase order(s) referencing this Agreement which SANOFI sends to COMPANY.
NOW, THEREFORE, the Parties agree as follows:
1     Definitions
For the purpose of this Agreement, the capitalized terms used herein shall have the meanings set forth below:
1.1
"Affiliate(s)" shall mean any person, corporation or other entity which, directly or indirectly, controls, is controlled by or is under common control with a Party hereto by means of ownership of more than fifty (50) percent of the voting stock or similar interest in that entity.
1.2
"Confidential Information" shall mean the confidential information as defined in Section 10.1 hereof.

1


1.3
"COMPANY Technology" shall mean any and all information, data, know-how, methodologies, discoveries, inventions, whether patentable or not, patent applications or issued patents owned or controlled by COMPANY (including its Affiliates) on the Effective Date, including improvements thereto generated in the course of providing the Services, which COMPANY uses to perform the Services. [*]
1.4
"Deliverables" shall mean such items that COMPANY is expressly obligated to furnish SANOFI under this Agreement and its Annex 1, including (1) the [*] , being part of the "Results", as further defined in Section 1.7, and (2) the final report, being part of the "Documentation", as hereinafter defined.
1.5
"Documentation" shall mean all written reports and any supporting documentation and data generated in the performance of the Services, including but not limited to final report, batch records, laboratory notebooks, original data and slides.
1.6
"Effective Date" shall mean the date of last signature by a Party to this Agreement.
1.7
"Results" other than the COMPANY Technology (which in all cases will remain the sole property of the COMPANY) shall mean (i) any material which COMPANY (including its Affiliates) generates from SANOFI Material and SANOFI Technology received under this Agreement or which COMPANY manufactures in connection with the performance of the Services under the relevant purchase order, in particular, [*] as described in Annex 1 ) which will be generated by COMPANY as a result of the performance of the Services and, if stipulated in Annex 1, provided to SANOFI; and/or (ii) any and all information, data (including raw data), know-how, techniques, processes, formulations, developments, discoveries, improvements, inventions, methodologies, whether patentable or not, patent applications or issued patents or any other intellectual property generated by COMPANY (including its Affiliates) including the Documentation conceived, developed, generated, and/or acquired under or in connection with the performance of the Services under the relevant purchase order.
1.8
"SANOFI Material" shall mean any data, chemical or biological material including, without limitation, [*] , which will be generated by COMPANY, which is supplied by SANOFI (including its Affiliates) to COMPANY (including its Affiliates) under any purchase order or under this Agreement.
1.9
"SANOFI Technology" shall mean any and all information, data, documents, know-how, methods, discoveries, processes, inventions, whether patentable or not, patent applications or issued patents owned or controlled by SANOFI on the Effective Date, including improvements thereto generated in the course of providing the Services, which COMPANY uses as tool to perform the Services. SANOFI Technology shall exclude COMPANY Technology.
1.10
"Publication Data Collection" shall refer to a document containing all data from COMPANY Technology and Results relating to molecules 1, 3 to 7 according to Annex 1 which are intended to be used for publication by COMPANY in accordance with Section 11.2 hereof.

Page 2  of 27



2     Services
2.1
COMPANY undertakes to perform the following services ( "Services "):
Evaluation of the expression of selected molecules in the C1 expression platform
as offered by COMPANY in the Project Plan attached hereto as Annex 1 . SANOFI shall send to COMPANY one or more corresponding purchase order(s), each indicating a specific purchase order number, so that the Services shall become firmly ordered.
The fees to be paid by SANOFI according to the Project Plan of COMPANY as outlined in Annex 1 are fixed and shall cover all Services to be provided under the Project Plan and this Agreement to SANOFI. No additional costs shall be charged to SANOFI.
2.2
Any purchase order shall explicitly refer to this Agreement. To the extent that any purchase order should be inconsistent to the terms of this Agreement, this Agreement shall control.
2.3
Any modification of the Services agreed by the Parties might cause an updated or fresh purchase order sent by SANOFl.
3.     Term
Without prejudice to either Party's right to terminate this Agreement in accordance with Section 19 hereof, this Agreement shall commence as of the Effective Date and unless otherwise terminated as provided herein, shall expire: (i) two [2] years after the Effective Date; or (ii) upon termination or completion of the Project Plan whichever is later. The term of this Agreement can be extended by written instrument signed by both Parties.
4     Payments
4.1
In consideration of the Services by COMPANY, SANOFI shall pay to COMPANY the distinct fees and the fees shall become due and payable as soon as COMPANY has completed each distinct service and as soon as SANOFI has received from COMPANY the Deliverables as specified in any purchase order in accordance with the offer as per Annex 1 hereof.
4.2
All fees are exclusive of VAT which shall be added, if applicable. Each invoice shall refer to the purchase order number indicated in the applicable purchase order. The amounts due by SANOFI shall be payable within sixty (60) calendar days after the receipt of each invoice. The invoices shall be addressed to:
Sanofi-Aventis Deutschland GmbH
Rechnungsprüfung
Postfach 60 23 29
22233 Hamburg
Germany

Page 3  of 27



5     Scientific Interlocutors
5.1
COMPANY has designated Dr. Ronen Tchelet to be the scientific interlocutor for COMPANY (hereinafter the " COMPANY's Project Leader ").
5.2
SANOFI has designated Dr. [*] to be the scientific interlocutor for SANOFI (hereinafter the " SANOFl's Project Leader ")
6     Obligations of COMPANY
6.1
COMPANY undertakes to perform the Services under any purchase order in a manner commensurate with professional standards, by implementing all necessary means, in accordance with the terms of this Agreement and in accordance with applicable laws and regulations.
6.2
To the extent required in a purchase order, COMPANY shall perform the Services in accordance with Good Laboratory Practices (GLP), or any other applicable guideline. Such conformity shall be controlled by COMPANY's Quality Assurance staff according to its standard operating procedures.
6.3
COMPANY will keep SANOFI regularly informed (i) of the performance of the Services as and when they occur, and (ii) as soon as possible, of any problem or difficulty that could affect the performance, agreed timelines or milestones of the Services as defined in Annex 1.
6.4
Upon reasonably prior written notice, SANOFI shall have access during ordinary business hours to COMPANY's (including its Affiliates') sites where the Services are performed and access to all documents related to the performance of the Services.
6.5
COMPANY undertakes (i) to assign to the performance of the Services skilled personnel with expertise in the domains required by the Services (hereinafter the " Participants ") in order to ensure the proper quality and timely performance of the Services and (ii) to take any and all necessary measures to overcome any problem or difficulty arising from the unavailability, absence or holidays of the Participants and likely to affect the performance of the Services. COMPANY shall inform SANOFI in writing of any significant modification to its premises, equipment or any unavailability of or replacement of any Participant likely to affect the quality or the timely delivery of the Services. Any such significant modification shall be approved in writing by SANOFI before implementation.
Should one of the Participants become absent or unavailable, COMPANY shall make reasonable best efforts to maintain the continuity of the Services. In this respect, COMPANY undertakes to replace the Participant, as soon as possible, by a person at least as skilled and experienced as such unavailable Participant.
6.6
Upon specific request, COMPANY shall communicate to SANOFI the Results including, without limitation, raw data obtained in the course of performing the Services electronically or as paper copy, at no cost to SANOFI.
6. 7
Upon completion of the Services and if not otherwise defined in the Project Plan COMPANY shall supply SANOFI with a final report as defined in the Project Plan and all Results obtained. Such final report shall be signed by COMPANY's Project

Page 4  of 27



Leader and be addressed to SANOFl's Project Leader for acceptance. Further, COMPANY shall supply SANOFI with a Publication Data Collection together with the final report if publication of COMPANY technology and Results in accordance with Section 11.2, below, is intended by COMPANY.
6.8
COMPANY shall not be entitled to subcontract any of the Services without prior written consent by SANOFI. The Parties agree that Bdi (Biotechnology Development for Industry) Health, c/Louis Proust 13, 47151 Boecillo (Valladolid), Spain, and VTT Technical Research Centre of Finland Ltd, Vuorimiehentie 3, Espoo, Finland, shall be considered as approved subcontractors of COMPANY.
6.9
SANOFI acknowledges that COMPANY may require SANOFI Material and SANOFI Technology including, without limitation, related Confidential Information, as defined in Section 10.1 below, and interaction with SANOFI in order to properly perform the Services hereunder.
6.10
COMPANY will perform the Services with the same degree of skills and professional diligence on the basis of the applicable standards in the biotechnological industry which a comparable organization would apply.
6.11
COMPANY will comply with its own standards and standard operating procedures to secure good scientific practice.
7     SANOFI Material and SANOFI Technology
7.1
SANOFI shall supply COMPANY as soon as reasonably possible with the SANOFI Material including, without limitation, any and all information, data and documents (i) which is in SANOFl's (including its Affiliates') possession, and (ii) which in SANOFl's reasonable judgment is necessary for COMPANY to perform the Services.
7.2
All SANOFI Material and SANOFI Technology supplied by SANOFI to COMPANY shall remain in the exclusive ownership of SANOFI and shall be used by COMPANY solely for the purpose of this Agreement.
7.3
Upon expiration or termination of any purchase order or this Agreement or at any time upon written request by SANOFI, COMPANY shall return to SANOFI or destroy any and all SANOFI Material and shall transfer any and all Results as specified in Section 19.7 hereof. In no event shall COMPANY destroy SANOFI Material or Results without the prior written consent by SANOFI.
8     Results and Documentation
Within six [6] months (i) upon expiration or termination of this Agreement, (ii) after submission of the Results, including the final report as defined in the Project Plan according to Section 6.7, COMPANY shall destroy any and all Documentation and Results except for the Publication Data Collection if publication of COMPANY Technology and Results in accordance with Section 11.2 below is intended by COMPANY.

Page 5  of 27



9     Ownership in Intellectual Property
[*]
10     Confidentiality - Restricted Use
10.1
COMPANY shall restrict the use, keep confidential and not disclose to any third party other than to the parties as allowed in 6.8 above and to GeneScript, 860 Centennial Ave., Piscataway, NJ 08854, USA, who will optimize the DNA sequences and who Dyadic will order synthetic fragments for the target proteins from (i) any and all SANOFI Material and SANOFI Technology, as well as (ii) the Results (hereinafter collectively referred to as "Confidential Information" ). This obligation of confidentiality shall remain in force for the term of this Agreement and for a ten (10) year period following its expiration or early termination.
10.2
COMPANY may disclose the Confidential Information only to its directors, officers, or Participants on a need-to-know basis and shall bind them to confidentiality obligations at least as stringent as those set forth herein.
10.3
The confidentiality and restricted use obligations shall not apply to Confidential Information which:
a)
was known to COMPANY prior to receipt from SANOFI;
b)
was or becomes public knowledge through no fault of COMPANY (including its Affiliates);
c)
was developed by COMPANY (including its Affiliates) independently of performing the Services under this Agreement; or
d)
COMPANY is required by law to disclose.
11     Publications
11.1
SANOFI shall be free to publish and to communicate on the SANOFI Material, SANOFI Technology and the Results, using all existing or future means of communication.
11.2
Notwithstanding anything to the contrary contained in this entire Agreement, COMPANY, its directors, officers, Participants, and/or Affiliates shall not publish any part of the SANOFI Material, SANOFI Technology and/or the Results. As an exception from the foregoing, COMPANY may publish COMPANY Technology and the Results relating to molecules 1, 3 to 7 according to Annex 1 provided that COMPANY has provided to SANOFI a Publication Data Collection together with the final report containing all data intended for publication and a written request for publication of said data and SANOFI has given its prior written consent, which SANOFI will not unreasonably withhold, to the publication of the data contained in the Publication Data Collection. In any one of such publications, COMPANY must refer to molecules 1 and 3 to 7 according to Annex 1 generically, namely to a [*] for molecule 1, a [*] for molecule 3, a [*] for molecule 4, an [*] for molecule 5 and a [*] for molecules 6 and 7 according to Annex 1. Under no circumstances, the involvement of a party in addition to COMPANY, the name of

Page 6  of 27



SANOFI or any of its Affiliates, the trade or INN name of the individual protein(s), the amino acid sequence(s) and/or related genetic information of the recombinant proteins shall be published. All data intended for publication contained in the Publication Data Collection must have been generated as Results under this Agreement. Under no circumstances, SANOFI Material, SANOFI Technology and/or the Results relating to molecule 2 according to Annex 1 shall be published.
11.3
If disclosure of COMPANY Technology and Results is necessary for not being in violation of any applicable law, regulation, order, or other similar requirement of any governmental, regulatory, or supervisory authority or any applicable rules and regulations of any national securities exchange the name of SANOFI or any of its Affiliates shall not be used without the prior written consent of the Party named, which SANOFI will not unreasonably withhold.
12.     Publicity
Within 4 (four) days of execution of this Agreement COMPANY will be required to make a public disclosure ("Press Release") not to be in violation of any applicable law, regulation, order, or other similar requirement of any governmental, regulatory, or supervisory authority or any applicable rules and regulations of any national securities exchange party named. The wording of such Press Release is attached (Annex 2) to this Agreement. COMPANY shall not deviate therefrom.
13     Audit, Inspections
13.1
During the term of this Agreement SANOFI shall be entitled (upon reasonably prior written notice and during normal business hours) to audit COMPANY's (including its Affiliates') premises where the Services are performed, to assess the conduct of Services and to have access to relevant documentation. COMPANY shall secure that SANOFl's employees are awarded adequate assistance by personnel capable of addressing questions. SANOFI shall bear its own costs of the audit.
13.2
During the term of this Agreement and even after its expiration or early termination, COMPANY shall allow any competent governmental health agency upon their request to inspect COMPANY's (including its Affiliates') premises where the Services are performed.
13.3
Upon receipt of the health agency request to inspect its premises and provided such request of inspection relates to the performance of the Services, COMPANY shall (i) promptly notify SANOFI in writing thereof and (ii) prepare, in collaboration with SANOFI, the documents to be made available to the health agency for review at the premises. To the extent possible, COMPANY shall enable SANOFI to attend any inspection or post-inspection meeting with the health agency.
13.4
COMPANY shall supply SANOFI with a list of any and all documents and materials (reports, analyses, product samples, photographs, etc.) exchanged with the health agency during or after the inspection. Upon request by SANOFI, COMPANY shall supply SANOFI with a copy of all these documents and materials. COMPANY undertakes to communicate to SANOFI in writing any comment, remark or request made by such health agency to the extent related to the Services.

Page 7  of 27



13.5
Where part of the Services have been subcontracted by COMPANY to a third party previously approved by SANOFI according to Section 6.8 hereof, COMPANY undertakes, as part of its contractual negotiations with its subcontractor, to require subcontractor to comply with such commitments towards governmental health agencies inspections.
In this respect, COMPANY shall ensure that its subcontractor commits itself to:
a)    give access to its premises to the requesting health agency accompanied by representatives of COMPANY and SANOFI;
b)    prepare the inspection and the documents and materials to be supplied to the health agency under the control and supervision of COMPANY and SANOFI;
c)    supply COMPANY and SANOFI with a copy of all documents and materials exchanged with the health agency.
13.6
If the health agency inspection reveals any problem, COMPANY undertakes to implement, or have its subcontractor implement, at their respective own costs, any necessary corrective actions.
14     Representations, Warranties, Liability
14.1
COMPANY represents and warrants that it will perform the Services with the same degree of skills which a comparable organization would apply.
14.2
COMPANY represents and warrants that it will store, handle and use the SANOFI Material with due care while in its custody.
14.3
COMPANY represents and warrants that it will comply with its own standards and standard operating procedures to secure good scientific practice.
14.4
COMPANY represents and warrants the accuracy of the activities encompassed by the Services, the accuracy of the information and data including, without limitation, the Results, the accuracy of any scientific assessment of those information and data, and the accuracy of the final report referenced in Section 6.7 hereof.
14.5
COMPANY represents and warrants that (a) it will comply with the requirements of all applicable anti-bribery legislation, national or foreign, including without limitation the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17 th December 1997; (b) that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to an individual, any company or any public body who are in a position to influence, secure or retain any business for SANOFI by performing in an improper way a function of public nature or of business nature; and (c) in case that COMPANY is a public institution, COMPANY represents and warrants that COMPANY or individuals, have not accepted nor have been offered any payment of money or transfer of anything of value for the purpose of influencing decisions or actions to help SANOFI obtain or maintain business or obtain a business advantage.

Page 8  of 27



14.6
COMPANY will be solely responsible for the performance of the Services. In no event shall SANOFI be liable for any direct or indirect damages, losses of property, injuries to any person, handling of the samples and/or implementation of a method and/or process within COMPANY's facilities.
14.7
Except as otherwise set forth in this Section 14.7, in no event shall either Party be liable to the other for lost profits, punitive or other indirect, special, exemplary, incidental or consequential damages of any kind arising out of, or in connection with this Agreement.
14.8
Each Party's liability for any breach of this Agreement shall not exceed three (3) times the overall amount due by SANOFI to COMPANY under the relevant purchase order.
14.9
Notwithstanding the foregoing, nothing in this Agreement shall limit the liability of either Party (i) for death or personal injury arising from the negligence of that Party, (ii) breach by COMPANY of its confidentiality obligations or (iii) to any infringement of third party intellectual property rights to the extent COMPANY is culpable of such infringement.
15     Indemnification
15.1
SANOFI agrees to indemnify, defend and hold harmless COMPANY (including its Affiliates) from any and all damages, expenses (including reasonable attorney's fees), claims, demands, suits or other actions arising directly from the SANOFI Material and SANOFI Technology, except to the extent such events are the direct result of COMPANY's (including its Affiliates') gross negligence or willful misconduct or COMPANY's publications according to 11.2.
15.2
COMPANY agrees to indemnify, defend and hold harmless SANOFI (including its Affiliates) from any and all damages, expenses (including reasonable attorney's fees), claims, demands, suits or other actions arising directly from COMPANY's (including its Affiliates') conduct of the Services or use of COMPANY Technology, except to the extent such events are the direct result of SANOFl's and/or its Affiliates' gross negligence or willful misconduct.
16     Debarment
COMPANY represents and warrants that in performing the Services it has not and it will not employ any of its employees or contractors or subcontractors who have been or are currently under investigation for debarment or are actually debarred pursuant to the United States Generic Drug Enforcement Act of 1992 (21 U.S.C. § 335(a)), as amended, or are excluded from participating in any United States federal or state health care program pursuant to United States 42 U.S.C. § 1320a-7, et seq. Upon written request by SANOFI, COMPANY will provide and sign an appropriate written confirmation which SANOFI will propose.
17     Force Majeure
17 .1
Neither Party shall be liable to the other for any failure to fulfill its obligations under this Agreement to the extent that such failure is attributable to "Force Majeure".

Page 9  of 27



17.2
As used herein, "Force Majeure" shall mean any event beyond the reasonable control of the respective Party including, without limitation, new legislation, new decrees enacted, court judgments or orders issued by any authority, fire, flood, earthquake, or strikes.
17 .3
The Party affected by Force Majeure shall (i) promptly inform the other Party and (ii) shall make all reasonable efforts to mitigate the consequences of such Force Majeure.
17.4
In the event that after three (3) consecutive months from the notice of occurrence, the Force Majeure event persists, then either Party may terminate this Agreement by giving written notice to the other Party.
18     Notice
Any notice to be given hereunder shall be in writing. Notices shall be served either personally, by fax, by registered letter postage prepaid, or by deposit with an overnight courier, charges prepaid, and addressed to the address or fax number stated herein below or to any new address designated by one of the Parties. Any such notice shall be deemed to have been given: (a) upon delivery in the case of personal delivery; (b) upon the first business day following facsimile receipt; (c) seven (7) calendar days after deposit in the mail in the case of a registered letter, (d) seven (7) calendar days after deposit with an overnight courier:
For notices to be served upon COMPANY:
Attn: CEO
DYADIC INTERNATIONAL, INC.
lntracoastal Pointe Drive, Suite 404
Jupiter, FL 33477-5094,
USA
For notices to be served upon SANOFI:
Sanofi-Aventis Deutschland GmbH
Legal Department
lndustriepark Höchst
65926 Frankfurt/Main
Germany
Fax: +49 (0)69 305 24590
19     Termination
19.1
Either Party shall be entitled to terminate any purchase order or this Agreement at any time immediately by giving written notice to the other Party if the other Party is in material breach of such purchase order or this Agreement and fails to cure such breach within thirty (30) calendar days after having received a written notice of that breach. Termination shall become effective upon first presentation to the defaulting Party of a second registered letter with return receipt requested, notifying the decision of termination.

Page 10  of 27



19.2
Either Party shall be entitled to terminate any purchase order or this Agreement as specified in Section 17.4 hereof by giving written notice to the other Party having immediate effect.
19.3
SANOFI may immediately terminate any purchase order and/or this Agreement by giving written notice to COMPANY in the event that:
a)
COMPANY is in breach of its obligations under Section 6.2, 6.3, 6.4, 10.1, 10.2 and 16 hereof as soon as SANOFI knows of such breach;
b)
COMPANY becomes insolvent, falls into liquidation or has a receiver to its assets appointed;
c)
a third party, directly or indirectly, acquires equity in the COMPANY and as a result owns more than fifty (50) percent of the equity in the COMPANY and prior to such acquisition did not own more than fifty (50) percent of the equity in the COMPANY;
19.4
SANOFI may terminate any purchase order and/or this Agreement with prior written notice of 90 (ninety) days if SANOFI considers that the project within which SANOFI appointed COMPANY to perform Service is not of interest any more.
19.5
Expiration or termination of this Agreement shall not affect any obligation which has arisen before the termination becomes effective including, without limitation, the obligation of SANOFI to make payments of those amounts which have become due in accordance with Section 4 hereof or the obligation of confidentiality and respect of restricted use in accordance with Section 10 hereof, and to provide written confirmation in accordance with Section 16 hereof.
19.6
Termination of this Agreement does not affect other remedies available under statute or common law.
19. 7
Upon expiration of any purchase order or this Agreement pursuant to Section 3 hereof or termination of any purchase order or this Agreement by SANOFI pursuant to Section 19.1, 19.2, 19.3 or 19.3 hereof, COMPANY shall
a)
transfer, assign and convey to SANOFI without delay any SANOFI Material and/or SANOFI Technology in COMPANY's (including its Affiliates') possession and the Results generated until the date on which the expiration or termination becomes effective;
b)
complete without delay a de-facto final report as specified in Section 6.7 hereof;
c)
continue to be bound by the obligations to maintain the SANOFI Material, SANOFI Technology and the Results confidential and to not use the same, all this in accordance with Section 10 hereof, and to provide written confirmation in accordance with Section 16 hereof; and
d)
in the event of termination by SANOFI in accordance with Section 19.4 hereof, COMPANY shall be entitled to payment of the fees and costs due in consideration of the Services actually rendered up to the effective date of termination.

Page 11  of 27



20     Transparency Requirements
SANOFI is committed to transparency in its interactions with healthcare professionals and health care organizations/institutions consistent with applicable laws in countries in which SANOFI has Affiliates. Information relating to payments or other transfers of value to U.S. "covered recipients" under or related to this Agreement will be collected and reported as required under U.S. federal and state laws and regulations, including the "sunshine" regulations set forth in 42 CFR Parts 402 and 403, which require that certain payments, and other transfers of value, whether direct or indirect (through a third party), be collected and reported to the U.S. government for subsequent public reporting.
To the extent that the services provided as part of this Agreement are "Research" as defined in the federal regulations to include "a systematic investigation designed to develop or contribute to generalizable knowledge relating broadly to public health, including behavioral and social-sciences research", which encompasses both basic and applied research, (42 CFR § 403.902), and which is subject to a written agreement, a research protocol or both, will be reported consistent with the special rules for research payments. (42 CFR §403.904(f)).
To the extent that any payments or transfers of value fall outside the "Research" as defined in the federal regulations, they will be reported as required consistent with applicable federal regulations. All state reporting will be consistent with state requirements
Representation Regarding Transfers of Value to Physicians or Teaching Hospitals for U.S. "Sunshine" Reporting Purposes:
COMPANY represents that no portion of any payment made under this Agreement is or will be passed on to:
any physician (Medical Doctor (MD), Doctor of Osteopathic Medicine (DO), MD or DO Fellow, Dentist, Dental surgeon, Podiatrist, Optometrist, or Chiropractor), licensed in the U.S. ("Physician"). Salary paid to a Physician shall not be considered to include amounts passed on under this Agreement if the amount of the salary is determined without consideration of the amounts paid under this Agreement and COMPANY has not used and will not use any portion of payments made under this Agreement in determining the amount of non-salary compensation to any Physician; or
any U.S. Teaching Hospital
21     Non-Assignment
Neither Party may assign its rights or its obligations hereunder or this entire Agreement without the prior written consent of the other Party except that SANOFI may assign this Agreement to any of its Affiliates. This Agreement shall be binding on each Party and, if applicable, its legal successor(s).
22     Severability
If any provision of this Agreement shall for any reason and to any extent be determined to be invalid or unenforceable under applicable law, then such invalidity or unenforceability shall not affect the remainder of this Agreement, unless the invalid or unenforceable provision is of such importance that it can be reasonably assumed that the Parties would not have entered into this Agreement without the invalid or unenforceable provision. The

Page 12  of 27



Parties agree to replace any such invalid or unenforceable provision with a valid and enforceable provision designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provision.
23     Non-Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party's right thereafter to exercise or enforce each and every right and provision of this Agreement.
24     Amendments
This Agreement may not be modified or amended, in whole or in part, except in a written instrument signed by both Parties.
25     Applicable Law, Venue
This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Place of jurisdiction shall be Zurich, Switzerland.

Page 13  of 27



IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed.

Sanofi-Aventis Deutschland GmbH
 
Dyadic International Inc.
 
 
 
 
 
 
 
 
 
 
Signature:
[*]
 
Signature:
/s/ Mark Emalfarb
Name:
[*]
 
Name:
Mark Emalfarb
Title:
[*]
 
Title:
CEO
Date:
7/8/2018
 
Date:
9/7/2018
 
 
 
 
 
Signature:
[*]
 
Signature:
 
Name:
[*]
 
Name:
 
Title:
[*]
 
Title:
 
Date:
 
 
Date:
 


14


Annex 1
Services
Project proposal:
Development of Dyadic's C1 fungal expression system as production platform for therapeutic proteins for Sanofi
1.    Introduction
Sanofi-Aventis (Sanofi) and Dyadic have agreed to enter into a feasibility study using Dyadic's C1 fungal expression system as a therapeutic protein production platform. The aim of the project is to study the feasibility of production of seven different target therapeutic proteins of Sanofi in the C1 fungal expression system of Dyadic. The goal is to obtain high production levels of these proteins with the best possible quality, and to provide supernatant samples containing the target purified proteins to Sanofi for further analysis.
The target proteins are:
[*]
The work plan will be carried out by VTT R&D group and will be supervised by Dyadic R&D team.
[*]
2.    Dyadic/VTT Work Plan
1)
Design and constructing the expression vectors (WP1)
a.
[*]
b.
[*]
2)
First set of protein expression {WP2)
a.
[*]
b.
[*]
3)
First set laboratory scale fermentations (WP3)
a.
[*]
b.
[*]
c.
[*]
4)
Second set protein expression {WP4)
a.
[*]
b.
[*]
5)
Second set laboratory scale fermentation (WP5)
a.
[*]
b.
[*]
c.
[*]

15


3.    Project timeline
The total duration of the project is 12 months excluding the time needed for gene synthesis by a gene synthesis company.

[*]

4.    Progress/Interim Meetings and Final Report:
a.
Frequency of teleconferences and/or face-to-face meetings: Throughout the project timeline monthly teleconferences or face to face meetings will be held between the project teams.
b.
Reports to be provided to Sanofi Project Manager: At the end of the project timeline, Dyadic will provide a written summary of the findings in the form of a technical report to Sanofi (in Word format) and a slide deck summarizing key outcomes (in PowerPoint format)
5.    Final Materials Deliverables
By the end of the project Dyadic will provide Sanofi:
a.
[*]
b.
[*]
6.    Project resources
a.
As it is outlined above, Dyadic's (VTI) will use [*] for expressing the proteins for Sanofi.
b.
The project-plan cost includes Dyadic management & scientific support.
c.
The total cost of the project is estimated to be 961,000 EUR.
d.
The project cost estimate includes the costs of reagents and consumables.
7.    Payment schedule
After signature of Feasibility Study Agreement
 
[*]
After completion of WP3 (month 5)
 
[*]
After completion of WP5 and delivery of Report
 
[*]
DYADIC point of contact:
Ronen Tchelet
Dyadic International (USA), Inc.
140 lntracoastal Pointe Drive
Suite #404
Jupiter, Florida 33477, USA
+36 30 864 6060
Email: rt chelet@dyadic.com
SANOFI point of contact:
[*]
SANOFI PASTEUR
1541, AVENUE MARCEL MERIEUX
69280 MARCY L'ETOILE, FRANCE
+33 7 89 86 21 06
Email: [*]

16


IN WITNESS WHEREOF, duly-authorized representatives of the parties have signed as of the Effective Date.
DYADIC INTERENATIONAL (USA), INC.
 
SANOFI
 
 
 
 
 
By:
/s/ Mark Emalfarb
 
By:
/s/ [*]
 
 
 
 
 
Printed Name:
Mark Emalfarb
 
Printed Name:
[*]
 
 
 
 
 
Title:
CEO
 
Title:
[*]
 
 
 
 
 
Date:
9/7/2018
 
Date:
7/8/2018

17


Exhibit 1
Feasibility Study Agreement
Candidate Molecules
Molecule No 1
[*]

18


Molecule No 2
[*]

19


Molecule No 3
[*]

20


Molecule No 4
[*]

21


Molecule No 5
[*]

22


Molecule No 6
[*]

23


Molecule No 7
[*]

24


Annex 2
Press Release
Dyadic International, Inc. ("Dyadic") (OTC Pink: DYAI), JUPITER, FL - MONTH, DAY, 2018 (XXX NEWSWIRE) - Dyadic International, Inc. ("Dyadic") (OTCQX: DYAI), a global biotechnology company focused on further improving and applying its proprietary C1 gene expression platform to expedite the development and production of biologic vaccines and drugs at flexible commercial scales, today announced that it has entered into a fully funded proof of concept research collaboration to explore the potential of its C1 technology to produce multiple types of biologic vaccines and drugs of interest for human health indications with Sanofi-Aventis Deutschland GmbH, a company of the Sanofi group, one of the World's top tier biopharmaceutical companies.
"We are very pleased to have the opportunity to collaborate with Sanofi to express multiple types of important therapeutic compounds using our C1 production platform", said Mark Emalfarb, Dyadic's CEO. "This research and development program is aiming to overcome specific gene expression challenges and to further demonstrate the potential of C1 to become a platform of choice for manufacturing protein-based biologics because of its speed of development and low cost of goods."
Under the agreement, Sanofi will fund the collaborative research which will utilize the proprietary and patented C1 Gene Expression Platform Technology to express multiple genes for vaccine and drug applications. The research is expected to be completed in Q2 of 2019. Other terms of the research collaboration are confidential.
About Dyadic International, Inc.
Dyadic International, Inc. is a global biotechnology company which is developing what it believes will be a potentially significant biopharmaceutical gene expression platform based on the fungus Myceliophthora thermophila, named C1. The C1 microorganism, which enables the development and large scale manufacture of low cost proteins, has the potential to be further developed into a safe and efficient expression system that may help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. Dyadic is using the C1 technology and other technologies to conduct research, development and commercial activities for the development and manufacturing of human and animal vaccines,

25


monoclonal antibodies, biosimilars/biobetters, and other therapeutic proteins. Dyadic pursues research and development collaborations, licensing arrangements and other commercial opportunities with its partners and collaborators to leverage the value and benefits of these technologies in development and manufacture of biopharmaceuticals. In particular, as the aging population grows in developed and undeveloped countries, Dyadic believes the C1 technology may help bring biologic drugs to market faster, in greater volumes, at lower cost, and with new properties to drug developers and manufacturers and, hopefully, improve access and cost to patients and the healthcare system, but most importantly save lives.
Please visit Dyadic's website at www.dyadic.com for additional information, including details regarding Dyadic's plans for its biopharmaceutical business.
Dyadic trades on the OTCQX tier of the OTC marketplace. Investors can find real-time quotes, market information and financial reports for Dyadic in the Company's annual and quarterly reports which are filed with the OTC markets. Please visit the OTC markets website at www.otcmarkets.com/stock/DYAl/quote.
Safe Harbor Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "look forward to," "may," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions. Forward-looking statements are based on management's beliefs and assumptions and on information available to management only as of the date of this press release. These forward-looking statements involve risks, uncertainties and other factors that could cause Dyadic's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Investors are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Dyadic expressly disclaims any intent or obligation to update or revise any forward-looking statements to reflect actual results, any changes in expectations or any change in events. Factors that could cause results to differ materially include, but are not limited to: (1) general economic, political and market conditions; (2) our ability to carry out and implement our biopharmaceutical research and business plans and strategic initiatives; (3) our ability to retain and attract employees, consultants, directors and advisors; (4) our ability to implement and successfully carry out Dyadic's and third parties research and development

26


efforts; (5) our ability to obtain new license and research agreements; (6) our ability to maintain our existing access to, and/or expand access to third party contract research organizations in order to carry out our research projects for ourselves and third parties; (7) competitive pressures and reliance on key customers and collaborators; (8) the pharmaceutical and biotech industry, governmental regulatory and other agencies' willingness to adopt, utilize and approve the use of the C1 gene expression platform; and (9) other factors discussed in Dyadic's publicly available filings, including information set forth under the caption "Risk Factors" in our December 31, 2017 Annual Report filed with the OTC Markets on March 27, 2018, and our March 31, 2018 Quarterly Report filed with the OTC Markets on May 10, 2018. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.
Contact:
Dyadic International, Inc.
Ping W. Rawson
Chief Accounting Officer
Phone: +1 (561) 743-8333
Email: p rawson@dyadic.com


27
1 /(9)
Exhibit 10.17
Execution Version

[*] indicates that a confidential portion of the text of this agreement has been omitted. The non-public
information has been filed separately with the Securities and Exchange Commission.
LICENSE AGREEMENT
This Agreement is entered into by and between
VTT Technical Research Centre of Finland Ltd, (hereinafter referred to as "VTT")
Business ID: 2647375-4
Address: Vuorimiehentie 3, P.O . Box 1000, FI-02044 VTT, Finland
and
Dyadic International (USA), Inc. (hereinafter referred to as the "Licensee")
Business ID: 45-0486747
Address: 140 Intracoastal Pointe Drive, Jupiter, FL 33477-5094
The above mentioned parties hereinafter also referred to as "Party" or "Parties".
WHEREAS, VTT has developed certain technology related to expression systems for micro- organisms and to promoters in expression systems;
WHEREAS, VTT has made an invention(s) related to the aforementioned technology and has filed patent application for the purpose of protecting the invention.
WHEREAS, the Licensee is interested in obtaining a right to use the invention and/or related patent(s) defined in more detail below in this Agreement, in its business; and
WHEREAS, VTT is desirous of granting such right to the Licensee in accordance with the terms and conditions of this Agreement; and
NOW THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1.    DEFINITIONS
1.1
"Patent Rights" shall mean VTT's patent rights under the patent application nr. FI 20165137 (filed 22.2.2016) titled "Expression system for eukaryotic micro-organisms", and its counterparts in different countries claiming priority from this patent application.
1.2
"Licensed Products" shall mean any and all products that are within the Patent Rights manufactured , have manufactured, sold or otherwise supplied by the Licensee, Dyadic Group Companies and their sub-licensee(s).
1.3
"Effective Date" shall mean the date of the latest signature of this Agreement by the Parties.
1.4
"Invention" shall mean inventions described in the Patent Rights, i.e. an expression system for a eukaryotic microorganism, host, a host comprising said expression system, and a method for producing a desired protein product by using said host; a method for identifying a universal core promoter, a universal core promoter obtainable by said



2 /(9)

method, and an expression system, a eukaryotic micro-organism host and method for producing a protein product by using a universal core promoter.
1.5
"Field" shall mean protein production in pharmaceutical applications in connection with Cl strains.
1.6
"Cl strain" shall mean any fungal strains that have taxonomy of either (a) [*] , (b) [*] or (c) [*] .
1.7
"Sub-license Agreement" means a written agreement between the Licensee and its sub• licensee (including also Dyadic Group Companies) concerning user rights granted to the Patent Rights and/or the Invention covered by the Patent Rights.
1.8
"Dyadic Group Companies" shall mean Licensee and companies that are controlled by the Licensee. Control shall mean the holding of more than 50% of the nominal value of the issued share capital in the legal entity concerned, or of a majority of the voting rights of the shareholders of that entity.
1.9
"Commission" shall mean Commission Contract between VTT Technical research Centre of Finland and Dyadic International, signed 5.9.2016.
2.    GRANT OF LICENSE; RIGHTS BY LICENSEE
2.1
Grant of License
VTT hereby grants to Licensee, a worldwide, non-exclusive, and non-transferable right and license to use the Invention covered by the Patent Rights to manufacture, have manufactured, sell, use, distribute, and market Licensed Products in the Field . Furthermore, the Licensee and its sub-licensees are allowed to modify, improve and/or develop independently the Cl Strains, using Patent Rights, e.g. in case of expressing new target proteins or modification of the functional components of the synthetic promoter system after the project performed under the Commission between the Parties has ended. Such improvements made after the project under the Commission shall be the property of the Licensee. The right to modify, improve and/or develop improvements and/or the use of such improvements is limited to CI Strains in the Field. For the avoidance of doubt, improvements made by VTT to the technology covered by Patent Rights shall be the property of VTT.
The Patent Rights shall remain the property of VTT and it is understood that, in addition to the rights expressly granted to the Licensee under this Agreement, no licence or right of use under any patent or patentable right, copyright, trademark or other proprietary right, or pertaining to any materials or information belonging to VTT is granted or conveyed to the Licensee by this Agreement.
The use of VTT's name or logo in connection with the advertising or sale of Licensed Products is prohibited, without prior written consent of VTT.



3 /(9)

2.2.
Right to Sub-license
Licensee, and Dyadic Group Companies with whom the Licensee concludes a Sub-License Agreement shall, subject to the payment by the Licensee of the sub-license fee(s) stated in Clause 3.2, have the right to grant sub-licenses to the Patent Rights (the promoter technology) non-exclusively solely in connection with sales and/or licensing of the Licensee's Cl platform and/or sales or licensing of Licensed Products in the Field. The sub• licenses shall solely be made through Sub-license Agreements. The Licensee shall inform VTT of all of its sub-licensees, and Sub-license Agreements under this Agreement immediately when such Sub-license Agreement is concluded. Sub-licensees of the Licensee except Dyadic Group Companies shall not have the right to further sub-license the Patent Rights. The Licensee shall, however, in any case remain the sole point of contact towards VTT regarding the Patent Rights and sub-licenses granted. Furthermore, the Licensee shall ensure that the Sub-license Agreements contain the same limitations regarding the use of the Patent Rights as stated in this Agreement and the Licensee shall be responsible for the actions of Dyadic Group Companies and actions of sub-licensees regarding the Patent Rights and compliance with said limitations.
3.    PAYMENTS
3.1
First Lump Sum Payment
The Licensee shall pay VTT for the license herein granted a non-refundable lump sum payment in the amount of [*] euros when the Licensee a) first uses the technology covered by the Patent Rights to manufacture or to have manufactured Licensed Products; b) makes the first sale of a Licensed Product; c) concludes a Sub-license Agreement; or d) on the 31st of July 2019, whichever occurs first. The Licensee shall promptly notify VTT of the aforementioned triggering events by e-mail to the address identified in Clause 8.1, and VTT shall invoice the first lump sum payment promptly after receipt of said notice, or in case d) occurs first, VTT shall invoice the first lump-sum payment on the 31st of July 2019.
3.2.
Sub-license Fee
Licensee shall pay a sub-license fee in the amount of [*] euros for each Sub-license Agreement concluded by the Licensee and/or by Dyadic Group Companies. Said sub-license fee shall be invoiced by VTT promptly after receipt of the Licensee's notification(s) that a Sub-license Agreement(s) has been concluded by the Licensee or Dyadic Group Companies. The sub-license fee shall not apply to sub-licenses granted by Licensee to Dyadic Group Companies.
3.3
Annual Fee
The Licensee shall pay VTT a non-refundable annual fee in the amount of [*] euros.
The payment shall be invoiced by VTT in February of each year this Agreement is in force, starting in February 2020.
3.4
Audit



4 /(9)

Licensee shall keep, and shall cause Dyadic Group Companies and sub-licensees to keep, accurate records and books of account of all development processes related to the technology covered by the Patent Rights. Furthermore, Licensee and Dyadic Group Companies shall keep accurate records of any Sub-license Agreements concluded under this Agreement. The Licensee and shall permit VTT to engage a certified public accounting firm to examine such books and records for auditing purposes at any time during normal business hours. In case the audit shows that the Licensee has failed to notify VTT of Sub-license Agreements concluded, the Licensee shall immediately pay VTT the sub-license fee(s) that should have been paid under this Agreement and the interest stated in Clause 3.5 calculated from the day when the Sub-license Agreement was concluded.
3.5
Payment Terms
All invoices shall be payable within thirty (30) days from the date of the relevant invoice. Value added tax and any taxes, duties or charges imposed by authorities outside of Finland shall be added, if applicable, to the payments. Interest on late payments shall be determined in accordance with the Finnish Interest Act 633/1982. Possible debt collection charges shall be added to the invoice.
4.    LIABILITY
4.1
No Warranties
VTT warrants that it is the owner of the Patent Rights. VTT warrants that up until the Effective Date, the validity of the Patent Rights has not been challenged and there have been no past claim and that there are no pending claims or actions brought against VTT regarding the Patent Rights.
Apart from the aforementioned, the Patent Rights are provided "AS IS" and VTT makes no representations or warranties with respect to the Patent Rights and/or inventions covered by the Patent Rights, including but not limited to warranties regarding commercial utility, merchantability or fitness for any particular purpose, absence of a latent or other defect, validity, enforceability or that the use of the Patent Rights, and/or inventions covered by the Patent Rights will not infringe any patent, copyright, other proprietary or property rights of others. VTT does not guarantee the patentability of any inventions included in the Patent Rights.
4.2
Liability
The Licensee shall bear any product liability as well as any other liability for the commercial utilization of the Patent Rights and/or the inventions covered by the Patent Rights. The Licensee shall be solely responsible for, and VTT shall have no obligation to honour, any warranties that Licensee provides to its customers with respect to the Patent Rights and /or Licensed Products. The Licensee shall indemnify and hold VTT harmless from and against damages and losses regarding the aforementioned.
VTT shall not be liable to Licensee, its successors, assigns,sub-licensees, or affiliates for any loss of profits, loss of business, interruption of business, nor for indirect, special or consequential damages of any kind whether under this Agreement or otherwise, even if VTT has been advised of the possibility of such loss.



5 /(9)

VTT's liability shall, in all cases be limited to the sum of payments received from the Licensee under this Agreement, unless damages are caused by wilful act or gross negligence.
5.    PATENTS AND PATENT INFRINGEMENT
5.1
Patents
For the term of this Agreement, VTT shall be responsible for the application, maintenance and prosecution of the Patent Rights. VTT shall also pay the costs arising out of the application, maintenance and prosecution of the Patent Rights. VTT shall take reasonable steps to apply and maintain the Patent Rights.
The Patent Rights will enter into PCT phase and national phase already during the Commission and it is agreed that VTT shall continue the patent application process regarding said patent application in the USA and in Europe as an EP patent application aiming at validations in DE, GB, and FR. Should the Licensee wish to continue the patent application in any other countries, it may request VTT to do so at least 45 days prior to the relevant deadline in the application process, in which case the Licensee shall pay VTT all the patenting costs arising out of such other countries as they occur.
VTT does not, however, guarantee the patentability of any inventions included in the Patent Rights.
5.2
Patent Infringement by Licensee
In the event that Licensee is sued by a third party for patent infringement because of its exercise of the license granted herein, Licensee shall defend the suit at its expense, but VTT may reasonably cooperate, at Licensee's request and expense, in the conduct of the defence, however, VTT shall have no obligation to participate in the defence of any infringement suits or actions.
5 .3
Patent Infringement by Others
In the event that any infringement or suspected infringement of the Patent Rights comes to the attention of either Party, it shall promptly notify the other Party thereof.
Upon the occurrence of any infringement or suspected infringement of the Patent Rights, VTT and the Licensee shall as soon as practicable consult to decide what steps shall be taken to prevent or terminate such infringement. VTT or the Licensee shall take all such steps as may be agreed by them, including the institution of legal proceedings, where necessary, in the name of one of the Parties or in the joint names of VTT and the Licensee as appropriate. For the avoidance of doubt, neither Party shall have any obligation to initiate or take part in any specific actions or proceedings.
6.    CONFIDENTIALITY
Both Parties shall keep confidential and not disclose to third parties during the term of this



6 /(9)

as any other confidential information received from the other Party in connection with this Agreement. The confidential information received from the other Party shall only be used for the purposes of performing the Parties' rights and obligations under this Agreement.
The obligations regarding confidentiality shall not concern information that the receiving Party can show:
a)
is or becomes published or otherwise generally available to the public without violation of this Agreement; or
b)
is already known to the receiving Party at the time of disclosure; or
c)
is lawfully obtained by the receiving Party from a third party without any restrictions on confidentiality; or
d)
is independently developed by the receiving Party without any use of confidential information.
If the receiving Party is required, pursuant to an administrative or a judicial action or subpoena, to disclose disclosing Party's confidential information, the receiving Party shall have the right to make such disclosure, provided to the extent it is lawfully allowed to do so, it shall prior to any such disclosure notify the disclosing Party and give the disclosing Party the opportunity to seek any legal remedy it considers necessary to protect its confidential information.
Notwithstanding the foregoing, it is acknowledged that this is a non-exclusive license and VTT has also other commitments regarding the Patent Rights and therefore it is agreed that VTT shall have the right to disclose the general content of this Agreement to other licensees or research partners in case needed to show compliance with such other commitments or licenses.
7.    TERM AND TERMINATION
7.1
Term
The term of this Agreement and the rights and licenses granted hereunder shall commence on the Effective Date and shall expire when the last patent included in the Patent Rights expires, unless terminated earlier in accordance with this Section 8. in case this Agreement expires due to the expiration of all patents included in the Patent Rights the Licensee, Dyadic Group Companies and their sub-licensees shall retain a fully paid up, worldwide right to utilise the technology covered by the Patent Rights as they see fit.
Notwithstanding the foregoing, the Licensee, in its discretion can terminate this agreement by a written notice to VTT at least thirty (30) days prior to the termination. In case of termination of this Agreement for any other reason except expiration of all the patents included in Patent Rights all user rights and licenses granted to the Licensee and to Dyadic Group Companies under this Agreement shall lapse from the date of termination. The termination does not have any effect on payment obligations accrued prior to such termination. Furthermore, the termination does not have any effect on the user rights of sub-licensees of the Licensee or sub-licensees of Dyadic Group Companies, provided that the Licensee has paid VTT the sub-license fee regarding each Sub-license Agreement and that the sub-licensees comply with the user rights and limitations thereto as stated in this Agreement.



7 /(9)

7.2
Default
If Licensee shall at any time default in the making of any payments, or shall commit breach of any covenant or agreement herein contained, and shall fail to remedy any such default or breach within thirty (30) days after receipt by Licensee of written notice thereof from VTT, VTT may, at its option, cancel this Agreement and revoke the rights and licenses herein granted, by notice in writing to such effect.
Both Parties shall have the right to terminate this Agreement immediately in case the other Party essentially breaches the terms of this Agreement and does not remedy such breach within 30 days after it has received a written notice from the other party identifying the said breach. In case of termination all rights granted to the Patent Rights shall lapse. The termination does not have any effect on payment obligations accrued prior to such termination.
7 .3
Insolvency
If the Licensee becomes insolvent, enters into bankruptcy or liquidation or any other arrangement for the benefit of its creditors, this Agreement and the licenses herein granted shall thereupon automatically terminate .
7.4
Survival of Rights
Provisions the legal effects of which are meant to survive the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement.
8.
MISCELLANEOUS
8.1
All notices, documents, statements, reports and other writings required or permitted to be given by the terms of this Agreement shall be sent either by mail or by e-mail, properly addressed to VTT or Licensee at their following addresses:
VTT:
Address: VTT, IPR Management I License Agreements, P.O. Box 1000, FI-02044 VTT, Finland
E-mail: IP . agreements@vtt.fi
Contact person: [*]
Licensee:
Address: 140 Intracoastal Pointe Drive, Jupiter, FL 33477-5094
E-mail: memalfarb@dyadic.com , JLatiuk@dyadic.com or HZosiak@dyadic.com
Contact person: Mark Emalfarb , Julie Latiuk or Heidi Zosiak (phone 1-561-743-8333)
Invoices shall be sent to the Licensee to the following address: 140 Intracoastal Pointe Drive , Jupiter , FL 33477-5094.



8 /(9)

8.2
No Waiver
A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any other breach or violation of this Agreement.
8.3
Governing Law and Settlement of Disputes
This Agreement shall be subject to laws of Finland excluding its principles on conflict of laws.
Any disputes arising out of or in connection with this Agreement which cannot be solved amicably, shall be submitted to arbitration procedure and shall be finally settled under the Arbitration Rules of the International Chamber of Commerce by one or three arbitrators appointed by the said the Rules. The proceedings shall take place in Helsinki, Finland, and shall be held in English.
8.4
Entire Agreement
This Agreement constitutes the entire understanding of the Parties relating to the Patent Rights and supersedes all prior understandings and agreements. No modification or amendment of this Agreement shall be valid or binding except if in writing signed by each of the Parties.
8.5
Assignment, Binding effect
No rights hereunder may be assigned and no duties hereunder may be delegated by Licensee except with the express prior written consent of VTT. This Agreement may not be transferred in any manner including to a successor in interest by merger, by operation of law, assignment, purchase or otherwise, except with the prior written consent of VTT. Notwithstanding the foregoing, in case such transfer or merger is incident to transfer or merger of the entire business of Licensee, or if the business operations of the Licensee related to the Patent Rights are sold to a third party, a transfer is allowed provided that the Licensee promptly notifies VTT of such transfer. All prohibited transfers and/or assignments shall be null and void.
Subject to the foregoing, this Agreement and the rights and licenses herein granted shall be binding upon and shall inure to the benefit of VTT, Licensee and their successors and permitted assigns.
8.6
Counterparts
This Agreement has been drawn up in two (2) originals, one for each party.



9 /(9)

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement.


VTT Technical Research Centre of Finland Ltd
 
Date
17.3.2017
 
 
 
 
 
 
/s/ [*]
 
 
Name: [*]
 
Title: [*]
 
 
 
 
Licensee: Dyadic International (USA), Inc.
 
Date
3/27/2017
 
 
 
 
 
 
/s/ Mark Emalfarb
 
 
Name: Mark Emalfarb
 
Title: CEO


Exhibit 21.1

 
 
 
 
 
 
 
 
Dyadic International, Inc.
(Delaware)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dyadic International
(USA), Inc.
(Florida)
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geneva Investment
Holdings Limited (British
Virgin Islands) 100% - Inactive
 
 
Dyadic Nederland BV
(The Netherlands)
100%