FIRST AMENDMENT TO COMMON STOCK WARRANT OF DYADIC INTERNATIONAL, INC. This FIRST AMENDMENT (this "First Amendment") is made and entered into as of the 19th day of August, 2004 by and between Dyadic International, Inc., a Florida corporation (the "Company"), and X ("X"). RECITALS: A. The Company and X are parties to that certain Common Stock Warrant (the "Warrant"), pursuant to which the Company granted X the right to purchase shares of Common Stock, no par value, of the Company ("Shares"). All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Warrant. B. X is the holder of the Warrant and has not made any assignment of any of his rights thereunder or interest therein. C. The Warrant was granted in consideration for X's participation in a revolving loan facility for the Company evidenced by that certain $3.0 million revolving note (as amended, the "Note"). D. To facilitate the Company's ability to raise additional capital for ongoing operations, the Company and X have agreed (a) that the maturity date of the Note be extended from January 1, 2005 to January 1, 2007 and (b), that in consideration for such extension, the exercise price of the Warrant be reduced to Three Dollars and Thirty Three Cents ($3.33) per Share. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals, and other good and valuable consideration the receipt and sufficiency of which are hereby mutually and expressly acknowledged, the parties hereto agree as follows: 1. Incorporation of Recitals. The above Recitals are incorporated in this First Amendment by this reference and the parties acknowledge them as true and accurate. 12. Amendment of the Warrant. The Warrant is hereby amended by deleting the introductory paragraph of the Warrant in its entirety and replacing it with the following: "For value received, Dyadic International, Inc., a Florida corporation (the "Company") hereby certifies that X (the "Holder") or his assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, up to _________ shares of Common Stock, no par value, of the Company, at the price per share equal to $3.33 (the "Exercise Price")." 3. Effect of First Amendment. Except as specifically amended by this First Amendment, the Warrant shall continue in full force and effect in accordance with its original terms, and all references to the Warrant in any document, letter, certificate, the Warrant itself, or any communication issued or made pursuant to or with respect to the Warrant, shall be deemed to refer to the Warrant as amended pursuant to this First Amendment. 4. Counterparts. This First Amendment may be signed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and X have executed this First Amendment as of the date first above-written. DYADIC INTERNATIONAL, INC. a Florida corporation By: ----------------------------- Name: Mark A. Emalfarb Its: CEO - ------------------------------- X
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