FORM OF SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this __ day
of __________________, 2004, by and among CCP Worldwide, Inc., a Delaware
corporation (the "Company"), Dyadic International, Inc., a Florida corporation
and upon the Closing Date (as defined below) a wholly owned subsidiary of the
Company ("Dyadic") and the undersigned (the "Subscriber").
WHEREAS, the Company and Dyadic are parties to a certain Agreement of
Merger and Plan of Reorganization dated as of September 28, 2004 (the "Merger
Agreement"), pursuant to which a newly organized, wholly owned subsidiary of the
Company will merge with and into Dyadic, Dyadic will become a wholly owned
subsidiary of the Company, and the existing Dyadic stockholders will obtain
majority ownership and control of the Company (the "Merger"). Immediately after
the effective time of the Merger (the "Closing Date"), the Company will change
its name to Dyadic International, Inc. and will assume, through Dyadic, its
business and operations.
WHEREAS, to facilitate the Merger, and as a condition to the closing of
the Merger, the Company intends to issue, in a private placement transaction
(the "Offering") pursuant to Regulation D promulgated under the Securities Act
of 1933, as amended (the "Act"), its Units (the "Units") consisting of (i) one
(1) share of the Company's common stock, par value $0.001 per share ("Common
Stock"), and (ii) one (1) five (5) year callable warrant for every two (2) Units
purchased hereunder, each warrant to purchase one (1) share of the Company's
Common Stock at an initial exercise price of $5.50 per share (the "Warrants" and
the Common Stock issuable upon the exercise of the Warrants the "Warrant
Shares"), on the terms and conditions hereinafter set forth, and the Subscriber
desires to acquire that number of Units set forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. Subscription Procedure
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the Company such
number of Units as is set forth upon the signature page hereof at a price of
$3.33 per Unit (the "Purchase Price"). The Company agrees to sell such Units to
the Subscriber for the Purchase Price.
1
1.2 The subscription period will begin as of October 1, 2004 and will
terminate (if the Closing Date has not earlier occurred) at 5 PM Eastern
Standard Time on November 5, 2004, unless extended by the Company, Dyadic and
the Placement Agents (as defined below) for up to an additional 90 days (the
"Termination Date"). The Units will be offered on a "best efforts" basis as more
particularly set forth in the Confidential Offering Memorandum dated October,
2004 and any supplements thereto (the "Offering Memorandum"). The minimum dollar
amount of Units that may be purchased by the Subscriber is $25,000 unless Dyadic
and the Company waive the requirement. The consummation of the Offering is
subject to the satisfaction of a number of conditions, as further described in
the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Units will be made by [redacted names of Placement
Agents] (collectively, the "Placement Agents"), which will receive certain
compensation therefor as provided in that certain Engagement Agreement, dated
June 15 2004, between the Placement Agents and Dyadic and which is more fully
described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow
agreement by and among the Placement Agents, the Company, and McGuireWoods LLP
as escrow agent (the "Escrow Agreement") and shall be paid over to the Company
at the closing of the purchase of the Units in the Offering (the "Closing") to
occur on the Closing Date.
1.5 The certificates for the Common Stock together with the accompanying
Warrants bearing the name of the Subscriber will be delivered by the Company no
later than fifteen (15) days following the Closing Date. The Subscriber hereby
authorizes and directs the Company to deliver the securities to be issued to
such Subscriber pursuant to this Subscription Agreement to the residential or
business address indicated in the Investor Questionnaire.
1.6 The Purchase Price for the Units purchased hereunder shall be paid by
certified check, payable to McGuireWoods LLP, as escrow agent, or by wire
transfer to McGuireWoods LLP pursuant to the following instructions:
BANK OF AMERICA - Jacksonville, FL
ABA: 026009593 (Domestic Wires)
Swift Code: BOFAUS3N (International Wires)
Credit: McGuireWoods LLP IOLTA Account
Account Number: [redacted account number]
Reference: (Louis W. Zehil / 2041649-0002)
[redacted name of Placement Agent]-Dyadic Subscription Escrow
1.7 The Company and Dyadic may, in their sole discretion, reject any
subscription, in whole or in part, or terminate or withdraw the Offering in its
entirety at any time prior to a closing in relation thereto. Neither the Company
nor any Placement Agent shall be required to allocate among investors on a pro
rata basis in the event of an over-subscription.
2. Representations and Covenants of Subscriber
2.1 The Subscriber recognizes that the purchase of Units involves a high
degree of risk in that (i) the Company will need additional capital but has no
assurance of additional necessary capital; (ii) an investment in the Company is
highly speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Units; (iii) an
investor may not be able to liquidate his investment; (iv) transferability of
the securities comprising the Units is extremely limited; and (v) an investor
could sustain the loss of his entire investment, as well as other risk factors,
as more fully set forth herein and in the Offering Memorandum.
2
2.2 The Subscriber represents that he is an "accredited investor" as such
term is defined in Rule 501 of Regulation D promulgated under the Act, as
indicated by his responses to the Investor Questionnaire, the form of which is
attached hereto as Exhibit A, and that he or it is able to bear the economic
risk of an investment in the Units. The Subscriber must complete the Investor
Questionnaire to enable the Company and Dyadic to access the Subscriber's
eligibility for the Offering.
2.3 The Subscriber acknowledges that he has prior investment experience,
including investment in non-listed and non-registered securities, or he has
employed the services of an investment advisor, attorney or accountant to read
all of the documents furnished or made available by the Company or Dyadic both
to him and to all other prospective investors in the Units and to evaluate the
merits and risks of such an investment on his behalf, and that he recognizes the
highly speculative nature of this investment.
2.4 The Subscriber acknowledges receipt and careful review of the Offering
Memorandum, this Subscription Agreement, the Common Stock Purchase Warrant and
the attachments hereto and thereto (collectively, the "Offering Documents") and
hereby represents that he has been furnished or given access by the Company or
Dyadic during the course of this Offering with or to all information regarding
the Company and Dyadic and their respective financial conditions and results of
operations which he had requested or desired to know; that all documents which
could be reasonably provided have been made available for his inspection and
review; that he has been afforded the opportunity to ask questions of and
receive answers from duly authorized representatives of the Company and Dyadic
concerning the terms and conditions of the Offering, and any additional
information which he had requested.
2.5 The Subscriber acknowledges that this Offering of Units may involve
tax consequences, and that the contents of the Offering Documents do not contain
tax advice or information. The Subscriber acknowledges that he must retain his
own professional advisors to evaluate the tax and other consequences of an
investment in the Units.
2.6 The Subscriber acknowledges that this Offering of Units has not been
reviewed or approved by the United States Securities and Exchange Commission
("SEC") because the Offering is intended to be a nonpublic offering pursuant to
Section 4(2) of the Act. The Subscriber represents that the Units are being
purchased for his own account, for investment and not for distribution or resale
to others. The Subscriber agrees that he will not sell or otherwise transfer any
of the securities comprising the Units unless they are registered under the Act
or unless an exemption from such registration is available and, upon the
Company's request, the Company receives an opinion of counsel reasonably
satisfactory to the Company confirming that an exemption from such registration
is available for such sale or transfer.
2.7 The Subscriber understands that the Units have not been registered
under the Act by reason of a claimed exemption under the provisions of the Act
which depends, in part, upon his investment intention. The Subscriber realizes
that, in the view of the SEC, a purchase now with an intent to distribute would
represent a purchase with an intent inconsistent with his representation to the
Company, and the SEC might regard such a distribution as a deferred sale to
which such exemption is not available.
3
2.8 The Subscriber understands that Rule 144 (the "Rule") promulgated
under the Act requires, among other conditions, a one year holding period prior
to the resale (in limited amounts) of securities acquired in a non-public
offering, such as the Offering, without having to satisfy the registration
requirements under the Act. The Subscriber understands that the Company makes no
representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or its dissemination to the public of any current
financial or other information concerning the Company, as is required by Rule
144 as one of the conditions of its availability. The Subscriber consents that
the Company may, if it desires, permit the transfer of the Common Stock included
in the Units or issuable upon the exercise of the Warrants out of his name only
when his request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Act or any applicable state "blue sky" laws
(collectively, "Securities Laws"). The Subscriber agrees to hold the Company,
Dyadic and their respective directors, officers and controlling persons and
their respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result of any misrepresentation made by him contained herein or in the Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in
violation of any Securities Laws.
2.9 The Subscriber consents to the placement of one or more legends on any
certificate or other document evidencing his Units and the Common Stock or
Warrants included in the Units or issuable upon the exercise of the Warrants
stating that they have not been registered under the Act and setting forth or
referring to the restrictions on transferability and sale thereof.
2.10 The Subscriber understands that the Company and Dyadic will review
this Subscription Agreement and the Investor Questionnaire and is hereby given
authority by the undersigned to call his bank or place of employment or
otherwise review the financial standing of the Subscriber; and it is further
agreed that the Company and Dyadic reserve the unrestricted right to reject or
limit any subscription and to close the offer at any time.
2.11 The Subscriber hereby represents that the address of Subscriber
furnished by him at the end of this Subscription Agreement and in the Investor
Questionnaire is the undersigned's principal residence if he is an individual or
its principal business address if it is a corporation or other entity.
2.12 The Subscriber acknowledges that if the Subscriber is a Registered
Representative of a National Association of Securities Dealers, Inc. ("NASD")
member firm, he must give such firm the notice required by the NASD Conduct
Rules, or any applicable successor rules of the NASD, receipt of which must be
acknowledged by such firm on the signature page hereof. The Subscriber shall
also notify the Company if the Subscriber or any affiliate of Subscriber is a
registered broker-dealer with the SEC, in which case the Subscriber represents
that the Subscriber is purchasing the Units in the ordinary course of business
and, at the time of purchase of the Units, has no agreements or understandings,
directly or indirectly, with any person to distribute the Units or any portion
thereof.
2.13 The Subscriber hereby represents that, except as set forth in the
Offering Documents, no representations or warranties have been made to the
Subscriber by either the Company or Dyadic or their agents, employees or
affiliates and in entering into this transaction, the Subscriber is not relying
on any information, other than that contained in the Offering Documents and the
results of independent investigation by the Subscriber.
2.14 The Subscriber agrees that he will purchase securities in the
Offering only if his intent at such time is to make such purchase for investment
purposes and not with a view toward resale.
4
2.15 If the undersigned Subscriber is a partnership, corporation, trust or
other entity, such partnership, corporation, trust or other entity further
represents and warrants that: (i) it was not formed for the purpose of investing
in the Company; (ii) it is authorized and otherwise duly qualified to purchase
and hold the Units; and (iii) that this Subscription Agreement has been duly and
validly authorized, executed and delivered and constitutes the legal, binding
and enforceable obligation of the undersigned.
2.16 If the Subscriber is not a United States person, such Subscriber
hereby represents that it has satisfied itself as to the full observance of the
laws of its jurisdiction in connection with any invitation to subscribe for the
Units or any use of this Subscription Agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the Units, (ii) any
foreign exchange restrictions applicable to such purchase, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Units. Such Subscriber's
subscription and payment for, and his or her continued beneficial ownership of
the Units and of the shares of Common Stock included therein or issuable upon
the exercise of the Warrants, will not violate any applicable securities or
other laws of the Subscriber's jurisdiction.
2.17 The undersigned hereby covenants and agrees that it will not have an
open position (e.g., short sale) in the Common Stock prior to the Registration
Statement (as defined below) being declared effective by the SEC with the intent
of covering such open position with Common Stock being registered in the
Registration Statement. The undersigned hereby acknowledges and understands that
the SEC has taken the position that such an open position would constitute a
violation of Section 5 of the Act.
2.18 The Subscriber acknowledges that (i) the Offering Memorandum contains
material, non-public information concerning the Company within the meaning of
Regulation FD promulgated by the SEC, and (ii) the Subscriber is obtaining such
material, non-public information solely for the purpose of considering whether
to purchase the Units pursuant to a private placement that is exempt from
registration under the Act. In accordance with Regulation FD, the Subscriber
agrees to keep such information confidential and not to disclose it to any other
person or entity except the Subscriber's legal counsel, other advisors and other
representatives who have agreed (i) to keep such information confidential, (ii)
to use such information only for the purpose set forth above, and (iii) to
comply with applicable securities laws with respect to such information. In
addition, the Subscriber further acknowledges that the Subscriber and such legal
counsel, other advisors and other representatives are prohibited from trading in
the Company's securities while in possession of material, non-public information
and agrees to refrain from purchasing or selling securities of the Company until
such material, non-public information has been publicly disseminated by the
Company. The Subscriber agrees to indemnify and hold harmless the Company and
its officers, directors, employees and affiliates
5
and each other person, if any, who controls any of the foregoing, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty by the Subscriber, or the Subscriber's breach of, or
failure to comply with, any covenant or agreement made by the Subscriber herein
or in any other document furnished by the Subscriber to the Company or its
officers, directors, employees or affiliates or each other person, if any, who
controls any of the foregoing in connection with this transaction.
2.19 The Subscriber understands and acknowledges that (i) the Units are
being offered and sold to Subscriber without registration under the Act in a
private placement that is exempt from the registration provisions of the Act
under Section 4(2) of the Act and (ii) the availability of such exemption
depends in part on, and that the Company will rely upon the accuracy and
truthfulness of, the foregoing representations, and such Subscriber hereby
consents to such reliance.
3. Representations by the Company and Dyadic
Except as set forth in the reports filed by the Company pursuant to
the Securities Exchange Act of 1934, as amended (the "SEC Reports"), each of the
Company and, as applicable, Dyadic severally represent and warrant to the
Subscriber that:
3.1 Organization and Authority. The Company and Dyadic, and each of their
respective subsidiaries, (i) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(ii) has all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as presently conducted, and (iii)
has all requisite corporate power and authority to execute, deliver and perform
their obligations under this Subscription Agreement and the Offering Documents
being executed and delivered by it in connection herewith, and to consummate the
transactions contemplated hereby and thereby.
3.2 Qualifications. The Company and Dyadic, and each of their respective
subsidiaries, is duly qualified to do business as a foreign corporation and is
in good standing in all jurisdictions where such qualification is necessary and
where failure so to qualify could have a material adverse effect on the
business, properties, operations, condition (financial or other), results of
operations or prospects of the Company and Dyadic, and each of their respective
subsidiaries, taken as a whole.
3.3 Capitalization of the Company. The capitalization of the Company as of
June 30, 2004, is as described in the Company's Form 10-QSB for the six months
ended June 30, 2004. The Company has not issued any capital stock since such
date other than pursuant to the conversion or exercise of outstanding common
stock equivalents or as contemplated by the Merger Agreement. No person has any
right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Offering Documents.
Except as a result of the purchase and sale of the Units, as contemplated in the
Merger Agreement or as disclosed in the SEC Reports, there are no outstanding
options, warrants, script rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any person
6
any right to subscribe for or acquire from the Company, any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the
Company or any subsidiary is or may become bound to issue additional shares of
Common Stock, or securities or rights convertible or exchangeable into shares of
Common Stock. The issuance and sale of the Units will not obligate the Company
to issue shares of Common Stock or other securities to any person (other than
the Subscribers) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities. The outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and nonassessable.
None of the outstanding shares of Common Stock or options, warrants, or rights
or other securities entitling the holders to acquire Common Stock has been
issued in violation of the preemptive rights of any security holder of the
Company. No holder of any of the Company's securities has any rights, "demand,"
"piggy-back" or otherwise, to have such securities registered by reason of the
intention to file, filing or effectiveness of the Registration Statement (as
defined below). The Common Stock and the Warrants to be issued to the Subscriber
have been duly authorized, and when issued and paid for in accordance with this
Subscription Agreement, the Common Stock will be duly and validly issued, fully
paid and non-assessable, and the Warrant Shares, when issued upon exercise of
the Warrants in exchange for the payment in full of the exercise price for such
Warrant Share therein specified, will be duly and validly issued, fully paid and
non-assessable. The Common Stock is eligible for quotation on the NASD OTC
Bulletin Board, the Company and the Common Stock meet the criteria for continued
quotation and trading on the OTC Bulletin Board, and no suspension of trading in
the Common Stock is in effect.
3.4 Corporate Authorization. The Offering Documents have been duly and
validly authorized by the Company and Dyadic. This Subscription Agreement,
assuming due execution and delivery by the Subscriber, and the Warrants, when
the Subscription Agreement and the Warrants are executed and delivered by the
Company and Dyadic, will be, valid and binding obligations of the Company and
Dyadic enforceable in accordance with their respective terms, except as the
enforceability hereof and thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in
equity or at law.
3.5 Non-Contravention. The execution and delivery of the Offering
Documents by the Company and Dyadic, the issuance of the Units as contemplated
by the Offering Documents and the completion by the Company and Dyadic of the
other transactions contemplated by the Offering Documents do not and will not,
with or without the giving of notice or the lapse of time, or both, (i) result
in any violation of any provision of the articles of incorporation or by-laws or
similar instruments of the Company or Dyadic or their respective subsidiaries,
(ii) conflict with or result in a breach by the Company or Dyadic or their
respective subsidiaries of any of the terms or provisions of, or constitute a
default under, or result in the modification of, or result in the creation or
imposition of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company or Dyadic or their respective subsidiaries
pursuant to, any indenture, mortgage, deed of trust or other agreement or
instrument to which Company or Dyadic or any of their respective subsidiaries is
a party or by which Company or Dyadic or any of their respective subsidiaries or
any of their respective properties or assets are bound or affected, in any such
case which would have a material adverse effect on the business, properties,
7
operations, condition (financial or other), results of operations or prospects
of the Company and Dyadic and their respective subsidiaries, taken as a whole,
or the validity or enforceability of, or the ability of the Company or Dyadic to
perform their obligations under, the Offering Documents, (iii) violate or
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction over the
Company or Dyadic or any of their respective subsidiaries or any of their
respective properties or assets which would have a material adverse effect on
the business, properties, operations, condition (financial or other), results of
operations or prospects of the Company and Dyadic and their respective
subsidiaries, taken as a whole, or the validity or enforceability of, or the
ability of the Company or Dyadic to perform its obligations under, the Offering
Documents, or (iv) have any material adverse effect on any permit,
certification, registration, approval, consent, license or franchise necessary
for the Company or Dyadic or their respective subsidiaries to own or lease and
operate any of its properties and to conduct any of its business or the ability
of the Company or Dyadic or any of their respective subsidiaries to make use
thereof.
3.6 Information Provided. The Company hereby represents and warrants to
the Subscriber that the Offering Memorandum, the SEC Reports and any other
information provided by or on behalf of the Company to the Subscriber in
connection with the transactions contemplated by this Subscription Agreement,
does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading, it being understood
that for purposes of this Section 3.6, any statement contained in such
information shall be deemed to be modified or superseded for purposes of this
Section 3.6 to the extent that a statement in any document included in such
information which was prepared and furnished to the Subscriber on a later date
or filed with the SEC on a later date modifies or replaces such statement,
whether or not such later prepared and furnished or filed statement so states.
Dyadic hereby represents and warrants to the Subscriber that the Offering
Memorandum and any other information provided by or on behalf of Dyadic to the
Subscriber in connection with the transactions contemplated by this Subscription
Agreement, does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they are made, not misleading.
3.7 Absence of Certain Proceedings. Except as disclosed in the SEC
Reports, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board or body, or governmental agency pending or, to the
knowledge of the Company or Dyadic, threatened against or affecting the Company
or Dyadic or any of their respective subsidiaries, in any such case wherein an
unfavorable decision, ruling or finding would have a material adverse effect on
the business, properties, operations, condition (financial or other), results of
operations or prospects of the Company or Dyadic, or the transactions
contemplated by the Offering Documents or which could adversely affect the
validity or enforceability of, or the authority or ability of the Company or
Dyadic to perform its obligations under, the Offering Documents; and to the best
of the Company's and Dyadic's knowledge there is not pending or contemplated
any, and there has been no, investigation by the SEC involving the Company or
Dyadic or any of their current or former directors or officers.
8
3.8 Compliance with Law. Neither the Company nor Dyadic nor any of their
respective subsidiaries is in violation of or has any liability under any
statute, law, rule, regulation, ordinance, decision or order of any governmental
agency or body or any court, domestic or foreign, except where such violation or
liability would not individually or in the aggregate have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and its subsidiaries, taken as
a whole; and to the knowledge of the Company and Dyadic there is no pending
investigation which would reasonably be expected to lead to such a claim.
3.9 Tax Matters. The Company and Dyadic and each of their respective
subsidiaries has filed all federal, state and local income and franchise tax
returns required to be filed and has paid all taxes shown by such returns to be
due, and no tax deficiency has been determined adversely to the Company or
Dyadic or any of their respective subsidiaries which has had (nor does the
Company or Dyadic or any of their respective subsidiaries have any knowledge of
any tax deficiency which, if determined adversely to the Company or Dyadic or
any of their respective subsidiaries, might have) a material adverse effect on
the business, properties, operations, condition (financial or other), results of
operations, or prospects of the Company or Dyadic or any of their respective
subsidiaries and its subsidiaries, taken as a whole.
4. Registration Rights
4.1 Registration Requirement. The Company shall file a registration
statement on Form SB-2 or other appropriate registration document under the Act
(the "Registration Statement") for resale of the Common Stock and the Warrant
Shares (the "Registrable Securities") and shall use its reasonable best efforts
to maintain the Registration Statement effective, at the Company's expense, for
a period expiring on the later to occur of (i) twenty-four (24) months after it
is declared effective by the SEC and (ii) twelve (12) months after the full
exercise or expiration of the Warrants held by the Subscriber (the
"Effectiveness Period"). The Company shall file such Registration Statement no
later than sixty (60) days after the Closing Date, and shall use reasonable best
efforts to cause such Registration Statement to become effective within one
hundred and fifty (150) days after the Closing Date. Failure to file timely the
Registration Statement or obtain its effectiveness within 150 days of the
Closing Date shall require the Company to make a cash payment, as liquidated
damages, to the Subscriber of 0.0333% of the Purchase Price of the Units sold to
the Subscriber under this Subscription Agreement for each day of such failure.
Prior to the date the Registration Statement is declared effective, the Company
shall not file with the SEC any other new registration statement under the Act,
other than a Form S-8 registration statement, with respect to any securities of
the Company.
4.2 Limitation to Registration Requirement. Notwithstanding the foregoing,
the Company shall not be obligated to take any action pursuant to this Section
in any particular jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Act.
9
4.3 Expenses of Registration. Except as otherwise expressly set forth, the
Company shall bear all expenses incurred by the Company in compliance with the
registration obligation of the Company, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company incurred in connection with any registration,
qualification or compliance pursuant to this Subscription Agreement and all
underwriting discounts, selling commissions and expense allowances applicable to
the sale of any securities by the Company for its own account in any
registration. All underwriting discounts, selling commissions and expense
allowances applicable to the sale by Subscriber of Registrable Securities and
all fees and disbursements of counsel for the Subscriber shall be borne by the
Subscriber.
4.4 Indemnification.
(a) To the extent permitted by law the Company will indemnify each
Subscriber, each of its officers, directors, agents, employees and partners, and
each person controlling such Subscriber, with respect to each registration,
qualification or compliance effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls any underwriter, and their
respective counsel against all claims, losses, damages and liabilities (or
actions, proceedings or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document prepared by the
Company (including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each such Subscriber, each of its officers, directors,
agents, employees and partners, and each person controlling such Subscriber,
each such underwriter and each person who controls any such underwriter, for any
legal and any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omissions) based upon written information furnished to the Company by such
Subscriber or underwriter; provided, however, that the indemnity agreement
contained in this subsection shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Subscriber, partner, officer, director, employee, agent,
underwriter or controlling person of such Subscriber, provided, however, that
the obligations of the Company hereunder shall be limited to an amount equal to
the portion of net proceeds represented by the Registrable Securities pursuant
to this Subscription Agreement.
10
(b) To the extent permitted by law, each Subscriber whose
Registrable Securities are included in any registration, qualification or
compliance effected pursuant to this Subscription Agreement will indemnify the
Company, and its directors, officers, agents, employees and each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of the
Act and the rules and regulations thereunder, each other such Subscriber and
each of their officers, directors, partners, agents and employees, and each
person controlling such Subscriber, and their respective counsel against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
Subscribers, directors, officers, partners, persons, underwriters or control
persons for any legal or any other expenses as they are reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Subscriber; provided, however, that the
obligations of any Subscriber hereunder shall be limited to an amount equal to
the net proceeds to such Subscriber from Registrable Securities sold under such
registration statement, prospectus, offering circular or other document as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Subscriber, which consent shall not be unreasonably withheld
or delayed.
(c) Each party entitled to indemnification under this Section (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense; and provided further that if any Indemnified
Party reasonably concludes that there may be one or more legal defenses
available to it that are not available to the Indemnifying Party, or that such
claim or litigation involves or could have an effect on matters beyond the scope
of this Agreement, then the Indemnified Party may retain its own counsel at the
expense of the Indemnifying Party; and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless and only to
the extent that such failure to give notice results in material prejudice to the
Indemnifying Party. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.
11
(d) If the indemnification provided for in this Section is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
4.5 Transfer or Assignment of Registration Rights. The benefits to the
Subscriber hereunder may be transferred or assigned by the Subscriber to a
permitted transferee or assignee of any of the Registrable Securities, provided
that the Company is given written notice that such right has been transferred,
stating the name and address of said transferee or assignee and identifying the
securities with respect to which such registration rights are being transferred
or assigned; provided further that the transferee or assignee of such rights
shall be deemed to have assumed the obligations of the Subscriber under this
Subscription Agreement by the acceptance of such assignment and shall, upon
request from the Company, evidence such assumption by delivery to the Company of
a written agreement assuming such obligations of the Subscriber.
4.6 Registration Procedures. In the case of the registration effected by
the Company pursuant to this Subscription Agreement, the Company will keep the
Subscriber advised in writing as to the initiation of each registration and as
to the completion thereof. The Company will:
(a) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of securities covered by such registration
statement;
(b) Respond as promptly as reasonably practicable to any comments
received from the SEC with respect to a registration statement or any amendment
thereto.
(c) Notify the Subscriber as promptly as reasonably practicable and
(if requested by any such person) confirm such notice in writing no later than
one trading day following the day (A) when a prospectus or any prospectus
supplement or post-effective amendment to a registration statement is proposed
to be filed and (B) with respect to a registration statement or any
post-effective amendment, when the same has become effective;
(d) Furnish such number of prospectuses and other documents incident
thereto, including supplements and amendments, as the Subscriber may reasonably
request;
(e) Furnish to the Subscriber, upon request, a copy of all documents
filed with and all correspondence from or to the SEC in connection with any such
registration statement other than non-substantive cover letters and the like, to
the extent such items do not constitute material, non-public information;
12
(f) Use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
registration statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment; and
(g) Use its reasonable best efforts to comply with all applicable
rules and regulations of the SEC.
Notwithstanding the foregoing, if at any time or from time to time after the
date of effectiveness of the Registration Statement, the Company notifies the
Subscriber in writing of the existence of an event or circumstance that is not
disclosed in the Registration Statement and that may have a material effect on
the Company or its business (a "Potential Material Event"), the Subscriber shall
not offer or sell any Registrable Securities, or engage in any other transaction
involving or relating to the Registrable Securities, from the time of the giving
of notice with respect to a Potential Material Event until the Company notifies
the Subscriber that such Potential Material Event either has been added to the
Registration Statement by amendment or supplement or no longer constitutes a
Potential Material Event; provided, that the Company may not so suspend the
right of Subscriber for more than 120 days in the aggregate.
4.7 Statement of Beneficial Ownership. The Company may require the
Subscriber to furnish to the Company a certified statement as to the number of
shares of Common Stock beneficially owned by such Subscriber and the controlling
person thereof and any other such information regarding the Subscriber, the
Registrable Securities held by the Subscriber and the intended method of
disposition of such securities as shall be reasonably required with respect to
the registration of the Subscriber's Registrable Securities. The Subscriber
hereby understands and agrees that the Company may, in its sole discretion,
exclude the Subscriber's shares of Common Stock (including such shares into
which the Warrants are exercisable) from the Registration Statement in the event
that the Subscriber fails to provide such information within ten (10) trading
days of the request therefor by the Company.
4.8 Compliance. Subscriber covenants and agrees that such Subscriber will
comply with the prospectus delivery requirements of the Act as applicable to
such Subscriber in connection with sales of Registrable Securities pursuant to
the registration statement required hereunder.
4.9 Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective registration statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the SEC a registration statement relating to an offering for its own account or
the account of others under the Act of any of its Common Stock, other than an
offering of securities issued pursuant to a Strategic Issuance (as defined
below) and other than a Form S-4 or Form S-8 registration statement (each as
promulgated under the Act or their then equivalents relating to equity
securities to be issued solely in connection with any business combination
transaction, acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans), then the
Company shall send to the Subscriber (together with any other holders of its
Common Stock or Warrants possessing "piggyback registration rights" comparable
to those granted to the Subscriber hereunder ("Rightsholders")) written notice
of such determination and, if within fifteen (15) days after receipt of such
notice, the Subscriber shall so request in writing, the Company shall include in
13
such registration statement all or any part of such Registrable Securities such
Subscriber requests to be registered; provided, that, the Company shall not be
required to register any Registrable Securities pursuant to this Section that
are eligible for resale pursuant to Rule 144(k) promulgated under the Act. In
order to effectuate these piggyback rights, in no event shall the Company be
required by these provisions to keep up to date or to supplement any prospectus
more than nine (9) months after the effective date of the registration statement
of which such prospectus is a part. If the registration statement is being filed
for an underwritten public offering, the Subscriber must timely execute and
deliver the usual and customary agreement among the Company, such Subscriber and
the underwriters relating to the registration; If the registration statement is
being filed for an underwritten offer and sale by the Company of securities for
its own account and the managing underwriters advise the Company in writing that
in their opinion the offering contemplated by the registration statement cannot
be successfully completed if the Company were to also register the Registrable
Shares of the Subscriber requested to be included in such registration
statement, then the Company will include in the registration: (i) first, any
securities the Company proposes to sell, (ii) second, any securities of any
person who se securities are being registered as a result of the exercise of a
demand registration right, and (iii) third, that portion of the aggregate number
of shares being requested for inclusion in the registration statement by (X) the
Subscriber and (Y) all other Rightsholders, which in the opinion of such
managing underwriters can successfully be sold, such number of shares to be
taken pro rata from the Rightsholders on the basis of the total number of shares
being requested for inclusion in the registration statement by each
Rightsholder. "Strategic Issuance" shall mean an issuance of securities: (i) in
connection with a "corporate partnering" transaction or a "strategic alliance"
(as determined by the Board of Directors of the Company in good faith); (ii) in
connection with any financing transaction in respect of which the Company is a
borrower; or (iii) to a vendor, lender, or customer of the Company, or a
research, manufacturing or other commercial collaborator of the Company, in a
transaction approved by the Board of Directors, provided in any case, that such
issuance is not being made primarily for the purpose of avoiding compliance with
this Subscription Agreement.
5. Miscellaneous
5.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at Dyadic International, Inc., 140
Intracoastal Pointe Dr., Suite 404, Jupiter, FL 33477-5094, Attention: Mr. Mark
Emalfarb, CEO, with a copy to (which shall not constitute notice) Jenkens &
Gilchrist, PC, 225 West Washington, Suite 2600, Chicago, Illinois 60606,
Attention: Robert I. Schwimmer, Esq., and to the Subscriber at his address
indicated on the signature page of this Subscription Agreement. Notices shall be
deemed to have been given three (3) business days after the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.
5.2 This Subscription Agreement may be amended through a written
instrument signed by the Subscriber, Dyadic and the Company; provided, however,
that the terms of Section 4 of this Subscription Agreement may be amended
without the consent or approval of the Subscriber so long as such amendment
applies in the same fashion to the subscription agreements of all of the other
subscribers for Units in the Offering and at least holders of a majority of the
Units sold in the Offering have given their approval of such amendment, which
approval shall be binding on all holders of Units.
14
5.3 This Subscription Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
5.4 Notwithstanding the place where this Subscription Agreement may be
executed by any of the parties hereto, the parties expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of Delaware.
5.5 This Subscription Agreement may be executed in counterparts. It shall
not be binding upon the Company and Dyadic unless and until it is accepted by
the Company and Dyadic. Upon the execution and delivery of this Subscription
Agreement by the Subscriber, this Subscription Agreement shall become a binding
obligation of the Subscriber with respect to the purchase of Units as herein
provided; subject, however, to the right hereby reserved to the Company to enter
into the same agreements with other subscribers and to add and/or to delete
other persons as subscribers.
5.6 The holding of any provision of this Subscription Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Subscription Agreement, which shall remain in full
force and effect.
5.7 It is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.
5.8 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
5.9 The Company agrees not to disclose the names, addresses or any other
information about the Subscribers, except as required by law, provided that the
Company may provide information relating to the Subscriber as required in any
registration statement under the Act that may be filed by the Company pursuant
to the requirements of this Subscription Agreement.
5.10 The obligation of the Subscriber hereunder is several and not joint
with the obligations of any other subscribers for the purchase of Units in the
Offering (the "Other Subscribers"), and the Subscriber shall not be responsible
in any way for the performance of the obligations of any Other Subscribers.
Nothing contained herein or in any other agreement or document delivered at the
Closing, and no action taken by the Subscriber pursuant hereto, shall be deemed
to constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated by
this Subscription Agreement. The Subscriber shall be entitled to protect and
enforce the Subscriber's rights, including without limitation the rights arising
out of this Subscription Agreement, and it shall not be necessary for any Other
Subscriber to be joined
15
as an additional party in any proceeding for such purpose. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party. The Subscriber is not acting as part of a "group" (as that
term is used in Section 13(d) of the 1934 Act) in negotiating and entering into
this Subscription Agreement or purchasing the Units or acquiring, disposing of
or voting any of the underlying shares of Common Stock or the Warrant Shares.
The Company hereby confirms that it understands and agrees that the Subscriber
is not acting as part of any such group.
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF, the parties have executed this Subscription Agreement
as of the day and year first written above.
- ------------------------------ ------------------------------------
Signature of Subscriber Signature of Co-Subscriber
- ------------------------------ ------------------------------------
Name of Subscriber Name of Co-Subscriber
[please print]
- ------------------------------ ------------------------------------
Address of Subscriber Address of Co-Subscriber
- ------------------------------ ------------------------------------
Social Security or Taxpayer Social Security or Taxpayer
Identification Number of Subscriber Identification Number of
Co-Subscriber
- ------------------------------
Number of Units Subscribed For
Subscription Agreed to and Accepted
CCP WORLDWIDE, INC. DYADIC INTERNATIONAL, INC.
By: By:
------------------------------ ---------------------------------------
Name: Name:
---------------------------- -------------------------------------
Title: Title:
---------------------------- ------------------------------------
17
Exhibit A-1
Corporate Investor Questionnaire
- --------------------------------------------------------------------------------
Name: ________________________________________
- --------------------------------------------------------------------------------
IMPORTANT:
Please Complete
CORPORATE INVESTOR QUESTIONNAIRE
----------------------
CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.
----------------------
CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Adam S. Gottbetter, Esq.
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-509
Attn: Mark Emalfarb
The information contained in this Corporate Investor Questionnaire
is being furnished in order to determine whether the undersigned Corporation's
subscription to purchase Units (the "Units") described in the Confidential
Offering Memorandum, dated September __, 2004, of Dyadic International, Inc. and
CCP Worldwide, Inc. (the "Company") may proceed.
One (1) copy of this Questionnaire should be completed, signed,
dated and delivered to Louis W. Zehil, Esq. counsel to [redacted names of
Placement Agents] (the "Placement Agents"), at McGuireWoods, LLP as per the
accompanying Subscription Cover Letter. Please contact Louis Zehil at (212)
548-2138 if you have any questions with respect to this Questionnaire.
A1-1
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Corporation understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units in the
Company is exempt from registration under the Securities Act of 1933, as
amended, or meets the requirements of applicable state securities or "blue sky"
laws. Further, the undersigned Corporation understands that the offering
required to be reported to the Securities and Exchange Commission and to various
state securities or "blue sky" regulators.
I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE Corporation.
|_| 1. Each of the shareholders of the undersigned Corporation is able
to certify that such shareholder meets at least one of the following
two conditions:
(a) The shareholder is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000; or
(b) The shareholder is a natural person who had an individual
income* in excess of $200,000 in each of the previous two
years and who reasonably expects an individual income in
excess of $200,000 this year.
|_| 2. Each of the shareholders of the undersigned Corporation is able
to certify that such shareholder is a natural person who, together
with his or her spouse, has had a joint income* in excess of
$300,000 in each of the previous two years and who reasonably
expects a joint income in excess of $300,000 this year.
|_| 3. The undersigned Corporation: (a) was not formed for the specific
purpose of acquiring the Units; and (b) has total assets in excess
of $5,000,000.
- ------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Keogh retirement plans, alimony payments and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
A1-2
- --------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION 1 AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED Corporation LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON
(UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS AN
ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR
QUESTIONNAIRE (PAGES A-1 TO A-6).
- --------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS
By signing the Signature Page, the undersigned certifies the following:
(a) that the Corporation's purchase of Units will be solely for the
Corporation's own account and not for the account of any other
person or entity;
(b) that the Corporation's name, address of principal office, place of
incorporation and taxpayer identification number as set forth in
this Questionnaire are true, correct and complete; and
(c) that one of the following is true and correct (check one):
|_| (i) the Corporation is a corporation organized in or under the
laws of the United States or any political subdivision
thereof.
|_| (ii) the Corporation is a corporation which is neither created
nor organized in or under the United States or any political
subdivision thereof, but which has made an election under
either Section 897(i) or 897(k) of the United States Internal
Revenue Code of 1986, as amended, to be treated as a domestic
corporation for certain purposes of United States federal
income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
ACKNOWLEDGMENT OF THE UNDERSIGNED'S ELECTION MUST BE ATTACHED
TO THIS QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).
|_| (iii) neither (i) nor (ii) above is true.
A1-3
III. GENERAL INFORMATION
(a) PROSPECTIVE PURCHASER (THE Corporation)
Name: _________________________________________________________________________
Principal Place of Business: ___________________________________________________
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):______________________________________
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number: ______________________________________________________________
(Area Code) (Number)
Facsimile Number: ______________________________________________________________
(Area Code) (Number)
State of Incorporation: ________________________________________________________
Date of Formation: _____________________________________________________________
Taxpayer Identification Number: ________________________________________________
NASD Affiliation or Association of the Corporation, if any: ____________________
If none, check here |_|
Number of Shareholders: ________________________________________________________
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
Corporation
Name: __________________________________________________________________________
Position or Title: _____________________________________________________________
A1-4
IV. BENEFICIAL OWNERSHIP
List the name, address, title, phone number and email address of the
natural person or persons who will possess voting and investment power
over the Units subscribed for herein:
Name of Natural Person(s): _______________________________________________
Address: _________________________________________________________________
_________________________________________________________________
Title (if any): __________________________________________________________
Phone: ___________________________________________________________________
Email address (if any): __________________________________________________
IV. SIGNATURE
The Signature Page to this Questionnaire is contained on page A-6, entitled
Corporation Signature Page.
A1-5
Corporation Signature Page
-------------------------
CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.
------------------------
1. The undersigned Corporation represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the Corporation
will notify Louis W. Zehil, Esq., counsel to [redacted names of Placement
Agents] at McGuireWoods, LLP, 1345 Avenue of the Americas, New York, New York
10105; (212) 548-2138 immediately if any material change in any of the
information occurs prior to the acceptance of the undersigned Corporation's
subscription and will promptly send Louis Zehil written confirmation of such
change.
2. The undersigned Corporation hereby represents and warrants that
the person signing this Questionnaire on behalf of the Corporation has been duly
authorized by all requisite action on the part of the Corporation to acquire the
Units and sign this Questionnaire and this Subscription Agreement on behalf of
the Corporation and, further, that the undersigned Corporation has all requisite
authority to purchase the Units and enter into the Subscription Agreement.
-------------------------------------------
Date
-------------------------------------------
Name of Corporation
(Please Type or Print)
By:
----------------------------------------
Signature
Name:
--------------------------------------
(Please Type or Print)
Title:
-------------------------------------
(Please Type or Print)
THE SECURITIES COMPRISING THE UNITS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED
TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
A1-6
Exhibit A-2
Individual Investor Questionnaire
- --------------------------------------------------------------------------------
Name: ________________________________________
- --------------------------------------------------------------------------------
IMPORTANT:
Please Complete
INDIVIDUAL INVESTOR QUESTIONNAIRE
-------------------------
CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.
--------------------------
CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Adam S. Gottbetter, Esq.
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-509
Attn: Mark Emalfarb
The information contained in this Individual Investor Questionnaire is
being furnished in order to determine whether the undersigned's subscription to
purchase Units (the "Units") described in the Confidential Offering Memorandum,
dated September __, 2004, of Dyadic International, Inc., and CCP Worldwide, Inc.
(the "Company") may proceed.
One (1) copy of this Questionnaire should be completed, signed, dated and
delivered to Louis W. Zehil, Esq. counsel to [redacted names of Placement
Agents] (the "Placement Agents"), at McGuireWoods, LLP as per the accompanying
Subscription Cover Letter. Please contact Louis Zehil at (212) 548-2138 if you
have any questions with respect to this Questionnaire.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the offering is required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.
A2-1
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
PAGE (PAGE A-6).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-6
and return both completed Questionnaires to McGuireWoods LLP in the same
envelope.
- --------------------------------------------------------------------------------
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS:
|_| Individual
|_| Joint Tenants (rights of survivorship)
|_| Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.
|_| 1. I have an individual net worth* or joint net worth with my spouse
in excess of $1,000,000.
|_| 2. I have had an individual income* in excess of $200,000 in each of
the previous two years and I reasonably expect an individual income
in excess of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY
WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS
OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
|_| 3. My spouse and I have had a joint income* in excess of $300,000 in
each of the previous two years and I reasonably expect a joint
income in excess of $300,000 this year.
|_| 4. I am a director and/or an executive officer of Company as such
terms are defined in Regulation D promulgated under the Securities
Act of 1933, as amended.
- ---------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Keogh retirement plans, alimony payments and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
A2-2
III. OTHER CERTIFICATIONS
By signing the Signature Page, I certify the following (or, if I am
purchasing Units with my spouse as co-owner, each of us certifies the
following):
(a) that I am at least 21 years of age;
(b) that my purchase of Units will be solely for my own account and not
for the account of any other person (other than my spouse, if
co-owner);
(c) that the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true,
correct and complete; and
(d) that one of the following is true and correct (check one):
Spouse, if Co-owner
|_| |_| (i) I am a United States citizen or resident of the United
States for United States federal income tax purposes.
|_| |_| (ii) I am neither a United States citizen nor a resident of the
United States for United States federal income tax purposes.
IV. GENERAL INFORMATION
(a) PERSONAL INFORMATION
Name: __________________________________________________________________________
Social Security or Taxpayer Identification Number: _____________________________
Residence Address: _____________________________________________________________
(Number and Street)
________________________________________________________________________________
(City) (State) (Zip Code)
Residence Telephone Number: ____________________________________________________
(Area Code) (Number)
Residence Facsimile Number: ____________________________________________________
(Area Code) (Number)
Name of Business: ______________________________________________________________
Business Address: ______________________________________________________________
(Number and Street)
A2-3
________________________________________________________________________________
(City) (State) (Zip Code)
Business Telephone Number: _____________________________________________________
(Area Code) (Number)
Business Facsimile Number: _____________________________________________________
(Area Code) (Number)
I prefer to have correspondence sent to: |_| Residence |_| Business
NASD Affiliation or Association, if any: _______________________________________
If none, check here |_|
SPOUSE, IF POTENTIAL CO-OWNER
Name: __________________________________________________________________________
Social Security or Taxpayer Identification Number: _____________________________
Residence Address: _____________________________________________________________
(Number and Street)
________________________________________________________________________________
(City) (State) (Zip Code)
Residence Telephone Number: ____________________________________________________
(Area Code) (Number)
Residence Facsimile Number: ____________________________________________________
(Area Code) (Number)
Name of Business: ______________________________________________________________
Business Address: ______________________________________________________________
(Number and Street)
________________________________________________________________________________
(City) (State) (Zip Code)
Business Telephone Number: _____________________________________________________
(Area Code) (Number)
Business Facsimile Number: _____________________________________________________
(Area Code) (Number)
I prefer to have correspondence sent to: |_| Residence |_| Business
NASD Affiliation or Association, if any: _______________________________________
If none, check here |_|
A2-4
V. SIGNATURE
The Signature Page to this Questionnaire is contained on page A-6, entitled
Individual Signature Page.
A2-5
INDIVIDUAL SIGNATURE PAGE
------------------------------
CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.
------------------------------
1. The undersigned represents that (a) the information contained in
this Questionnaire is complete and accurate, and (b) he/she will telephone Louis
W. Zehil, counsel to the Placement Agents at (212) 548-2138 immediately if any
material change in any of this information occurs before the acceptance of
his/her subscription and will promptly send Louis Zehil confirmation of such
change.
-------------------------------------------
Date
-------------------------------------------
Name (Please Type or Print)
-------------------------------------------
Signature
-------------------------------------------
Name of Spouse if Co-owner
(Please Type or Print)
-------------------------------------------
Signature of Spouse if Co-owner
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE
PAGE (PAGE A-6).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-6
and return both completed Questionnaires to McGuireWoods LLP in the same
envelope.
- --------------------------------------------------------------------------------
THE SECURITIES COMPRISING THE UNITS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED
TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
A2-6