EXHIBIT 10.19
Tompkins
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned party or parties (whether one or more, referred to
collectively herein as the "undersigned") is delivering this letter agreement
(this "letter agreement") to you in connection with and as a condition to (i)
the closing of the private placement conducted by CCP Worldwide, Inc., a
Delaware corporation (the "Company"), of "Investment Units" (the "Private
Placement") consisting of shares of common stock of the Company (the "Common
Stock") and warrants to purchase shares of the Common Stock ("Investor
Warrants"), and (ii) the consummation of a reverse triangular merger between
Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned
subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned
subsidiary of the Company and Dyadic's shareholders will become the owners of
shares of Common Stock (the "Merger") (the Private Placement and the Merger
being hereinafter collectively referred to as the "Transactions"). Following the
consummation of the Transactions, the Company will be renamed "Dyadic
International, Inc."
The undersigned is currently the holder of 295,000 outstanding shares of
Common Stock of the Company. In connection with the Transactions, the Company
has agreed to use its reasonable best efforts file a Form SB-2 Registration
Statement (the "Registration Statement") with the Securities and Exchange
Commission ("SEC") in order to register the resale of the shares of Common Stock
sold in the Private Placement and certain of the shares of Common Stock received
by existing Dyadic stockholders, including the undersigned, as a result of the
Merger. The Company expects that the SEC will declare the Registration Statement
effective on a date (the "Effective Date") that is no later than six (6) months
following the consummation of the Merger (the "Outside Date"). As a condition to
the consummation of the Merger, the Company and Dyadic have required, and as a
condition to participating in the Private Placement, the placement agents, Brean
Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have
required, that the undersigned enter into a lock up agreement with the Company
by which he agrees not to transfer certain of his shares of Common Stock for
specified periods following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and six (6) months after the earlier of
the Effective Date or the Outside Date (the "6-Month Lock-Up Period"), either
privately sell, contract to sell or otherwise transfer (unless the proposed
transferee agrees to be bound by the restrictions on transfer contained in this
letter agreement), or publicly sell, contract to sell, or otherwise transfer,
all or any portion of 112,500 of the shares of Common Stock which the
undersigned beneficially owns;
(ii) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the end of
the 6-Month Lock-Up Period and one (1) year after the earlier of the Effective
Date or the Outside Date (the "One-Year Lock-Up Period"), either privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement), or
publicly sell, contract to sell, or otherwise transfer, all or any portion of
56,250 of the shares of Common Stock which the undersigned beneficially owns;
and
(iii) authorizes the Company during the 6-Month Lock-Up Period and
One-Year Lock-Up Period to cause the Company's transfer agent to place a legend
on any certificates representing, and to decline to transfer and to note stop
transfer restrictions on the transfer books and records of the Company with
respect to, the shares of Common Stock that are restricted from transfer by this
letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 3
Very truly yours,
Dated: October 29, 2004 /s/ Mark Tompkins
--------------------------- --------------------------------
Mark Tompkins
IVC GROUP
Dated: October 29, 2004 By: /s/ Mark Tompkins
--------------------------- -----------------------------
Name:___________________________
Title:__________________________
Francisco Trust
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common stock of
Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a
result of the Merger. In connection with the Transactions, the Company has
agreed to use its reasonable best efforts file a Form SB-2 Registration
Statement (the "Registration Statement") with the Securities and Exchange
Commission ("SEC") in order to register the resale of the shares of Common Stock
sold in the Private Placement and certain of the shares of Common Stock received
by existing Dyadic stockholders, including the undersigned, as a result of the
Merger. The Company expects that the SEC will declare the Registration Statement
effective on a date (the "Effective Date") that is no later than six (6) months
following the consummation of the Merger (the date six (6) months following the
consummation of the Merger is the "Outside Date"). As a condition to the
consummation of the Merger, the Company and Dyadic have required, and as a
condition to participating in the Private Placement, the placement agents, Brean
Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have
required, that certain existing holders of Dyadic Shares, including the
undersigned, enter into lock up agreements with the Company by which they agree
not to transfer the shares of Common Stock that they receive in the Merger for a
specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "25% Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer more than 75% of the
shares of Common Stock for which the undersigned becomes the beneficial owner as
a result of the Merger or (b) privately sell, contract to sell or otherwise
transfer (unless the proposed transferee agrees to be bound by the restrictions
on transfer contained in this letter agreement) more than 75% of the shares of
Common Stock for which the undersigned becomes the beneficial owner as a result
of the Merger;
(ii) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and six (6) months after the earlier of
the Effective Date or the Outside Date (the "50% Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer more than 50% of the
shares of Common Stock for which the undersigned becomes the beneficial owner as
a result of the Merger or (b) privately sell, contract to sell or otherwise
transfer (unless the proposed transferee agrees to be bound by the restrictions
on transfer contained in this letter agreement) more than 50% of the shares of
Common Stock for which the undersigned becomes the beneficial owner as a result
of the Merger; and
(iii) authorizes the Company during the 50% Lock-Up Period and 25% Lock-Up
Period to cause the Company's transfer agent to place a legend on any
certificates representing, and to decline to transfer and to note stop transfer
restrictions on the transfer books and records of the Company with respect to,
the shares of Common Stock that are restricted from transfer by this letter
agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 3
Very truly yours,
THE FRANCISCO TRUST
Dated: October 29, 2004 /s/ Robert S. Levin
---------------------------- --------------------------------
Robert S. Levin, Trustee
MAE Trust
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
THE MARK A. EMALFARB TRUST
Dated: October 29, 2004 /s/ Mark A. Emalfarb
---------------------------- --------------------------------
Mark A. Emalfarb, Trustee
Ratnesh Chandra
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: 10/19/04 /s/ Ratnesh Chandra
---------------------------- --------------------------------
Ratnesh Chandra
Alexander Bondar
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: October 19, 2004 /s/ Alexander Bondar
---------------------------- --------------------------------
Alexander Bondar
Richard Burlingame
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: 10/19/04 /s/ Richard Burlingame
---------------------------- --------------------------------
Richard Burlingame
Rufus Gardner
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: 10/19/04 /s/ Rufus Gardner
---------------------------- --------------------------------
Rufus Gardner
Thomas Bailey
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: 20/10/04 /s/ Thomas Bailey
---------------------------- --------------------------------
Thomas Bailey
Kent Sproat
LOCK-UP AGREEMENT
Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477-5044
CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned is delivering this letter agreement (this "letter
agreement") to you in connection with and as a condition to (i) the closing of
the private placement conducted by CCP Worldwide, Inc., a Delaware corporation
(the "Company"), of "Investment Units" (the "Private Placement") consisting of
shares of common stock of the Company (the "Common Stock") and warrants to
purchase shares of the Common Stock ("Investor Warrants"), and (ii) the
consummation of a reverse triangular merger between Dyadic International, Inc.,
a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company,
pursuant to which Dyadic will become a wholly-owned subsidiary of the Company
and Dyadic's shareholders will become the owners of shares of Common Stock (the
"Merger") (the Private Placement and the Merger being hereinafter collectively
referred to as the "Transactions"). Following the consummation of the
Transactions, the Company will be renamed "Dyadic International, Inc."
The undersigned is currently the holder of outstanding shares of common
stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common
Stock as a result of the Merger. In connection with the Transactions, the
Company has agreed to use its reasonable best efforts file a Form SB-2
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in order to register the resale of the shares of
Common Stock sold in the Private Placement and certain of the shares of Common
Stock received by existing Dyadic stockholders, including the undersigned, as a
result of the Merger. The Company expects that the SEC will declare the
Registration Statement effective on a date (the "Effective Date") that is no
later than six (6) months following the consummation of the Merger (the "Outside
Date"). As a condition to the consummation of the Merger, the Company and Dyadic
have required, and as a condition to participating in the Private Placement, the
placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris
Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares,
including the undersigned, enter into lock up agreements with the Company by
which they agree not to transfer the shares of Common Stock that they receive in
the Merger for a specified period following consummation of the Transactions.
Dyadic International, Inc.
CCP Worldwide, Inc.
Page 2
In consideration of the foregoing, to induce BMCI and SMH to serve as
placement agents of the Private Placement and to induce the Company and Dyadic
to consummate the Merger, the undersigned hereby:
(i) agrees that, without the prior written consent of the Company, BMCI
and SMH (which consent may be withheld in their sole discretion), the
undersigned will not, directly or indirectly, during a period between the date
of the consummation of the Transactions and one (1) year after the earlier of
the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a)
publicly sell, contract to sell, or otherwise transfer any of the shares of
Common Stock beneficially owned by the undersigned; or (b) privately sell,
contract to sell or otherwise transfer (unless the proposed transferee agrees to
be bound by the restrictions on transfer contained in this letter agreement) any
of the shares of Common Stock beneficially owned by the undersigned; and
(ii) authorizes the Company during the Lock-Up Period to cause the
Company's transfer agent to place a legend on any certificates representing, and
to decline to transfer and to note stop transfer restrictions on the transfer
books and records of the Company with respect to, the shares of Common Stock
that are restricted from transfer by this letter agreement.
The undersigned represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the undersigned will execute any additional
documents necessary in connection with its enforcement. The undersigned
understands that the undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the undersigned and shall survive the
undersigned's death or incapacity. Any obligations of the undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the undersigned. The undersigned
further understands that the consummation of the Transactions is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the
abandonment of the Private Placement, in the event that the Transactions are not
consummated on or before such later date.
Very truly yours,
Dated: October 19, 2004 /s/ Kent M. Sproat
---------------------------- --------------------------------
Kent M. Sproat