THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT COVERING SUCH SECURITIES OR (ii) THE COMPANY RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IS IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
THIS WARRANT IS ISSUED PURSUANT TO THAT CERTAIN SUBSCRIPTION AGREEMENT BETWEEN
THE INITIAL HOLDER OF THIS WARRANT (THE "INVESTOR") AND DYADIC INTERNATIONAL,
INC., A DELAWARE CORPORATION FORMERLY KNOWN AS CCP WORLDWIDE, INC. (THE
"COMPANY").
Dated: November 1, 2004
DYADIC INTERNATIONAL, INC.
WARRANT ("WARRANT") TO PURCHASE SHARES
OF
COMMON STOCK, $0.001 PAR VALUE PER SHARE
_______ SHARES
1. Number of Shares Subject to Warrant. This is to certify that, FOR VALUE
RECEIVED, _____________ (the "Investor"), is entitled to purchase from the
Company, at any time before the termination of this Warrant pursuant to Section
3 hereof, at an exercise price equal to $5.50 per share (the exercise price in
effect from time to time hereafter being called the "Warrant Price"), _____
shares ("Warrant Shares") of the Company's common stock, $0.001 par value per
share ("Common Stock"), upon such Investor's exercise of this Warrant pursuant
to Section 7 hereof. The number of Warrant Shares purchaseable upon exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to
time as described herein.
2. Definitions. As used in this Warrant, the following terms shall have
definitions ascribed to them below:
D-1
(a) "Business Day" shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in
the state of New York are authorized or required by law or other
government actions to close between the hours of 9:30 a.m. and 5:00 p.m.
Eastern Standard Time.
(b) "Holder" shall mean the Investor and any permitted transferees.
(c) "Trading Market" means the following markets or exchanges on which the
Warrant Shares are listed or quoted for trading on the date in question:
the American Stock Exchange, the New York Stock Exchange, the Nasdaq
National Market, the Nasdaq SmallCap Market or the NASD Over-The-Counter
Bulletin Board (the "OTC Bulletin Board").
(d) "VWAP" shall mean for any date, the price determined by the first of
the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, other that the OTC Bulletin Board, the
daily volume weighted average trading price of the Common Stock for such
date on the primary Trading Market on which the Common Stock is then
listed or quoted as reported by Bloomberg Financial L.P. (based on a
Trading Day from 9:30 a.m. Eastern Standard Time to 4:02 p.m. Eastern
Standard Time) using the AQR function; (b) if the Common Stock is not then
listed or quoted on a Trading Market other than the OTC Bulletin Board and
if prices for the Common Stock are then quoted on the OTC Bulletin Board,
the volume weighted average trading price of the Common Stock for such
date on the OTC Bulletin Board or if there are no trades on that date,
then the average of the closing bid and ask prices of the Common Stock as
reported by the OTC Bulletin Board for that date; (c) if the Common Stock
is not then listed or quoted on a Trading Market or on the OTC Bulletin
Board and if prices for the Common Stock are then reported in the "Pink
Sheets" published by the National Quotation Bureau Incorporated (or a
similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so
reported for that date; or (d) in all other cases, the fair market value
of a share of Common Stock as determined by a nationally
recognized-independent appraiser selected in good faith by the Board of
Directors of the Company.
3. Termination. Unless terminated sooner under the terms of this Warrant,
this Warrant shall terminate and no longer be exercisable at 5:00 p.m., Eastern
Standard Time, on October 29, 2009.
4. Fractional Shares. No fractional shares shall be issuable upon exercise
of this Warrant and the number of shares to be issued shall be rounded up to the
nearest whole share.
D-2
5. No Shareholder Rights. This Warrant, by itself, as distinguished from
any shares purchased hereunder, shall not entitle the Holder to any of the
rights of a shareholder of the Company.
6. Reservation of Stock. The Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Warrant Shares upon the exercise or conversion of this Warrant. Issuance of
this Warrant shall constitute full authority to the Company's officers who are
charged with the duty of executing stock certificates to execute, issue and
deliver the necessary certificates for shares of Warrant Shares issuable upon
the exercise or conversion of this Warrant.
7. Exercise of Warrant. This Warrant may be exercised at any time prior to
its termination by the surrender of this Warrant, together with the Notice of
Exercise and the Investment Representation Statement in the forms attached
hereto as Attachments 1 and 2, respectively, duly completed and executed, at the
principal office of the Company, specifying the portion of this Warrant to be
exercised and accompanied by payment in full of the Warrant Price in cash or by
check with respect to the shares of Warrant Shares being purchased. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Warrant Shares issuable upon exercise
shall be treated for all purposes as the holder of such shares of record as of
the close of business on such date. As promptly as practicable after such date,
the Company shall issue and deliver to the person or persons entitled to receive
the same a certificate or certificates for the number of full shares of Warrant
Shares issuable upon such exercise. If the Warrant shall be exercised for less
than the total number of shares of Warrant Shares then issuable upon exercise,
promptly after surrender of the Warrant upon such exercise, the Company will
execute and deliver a new Warrant, dated the date hereof, evidencing the right
of the Holder to the balance of the Warrant Shares purchasable hereunder upon
the same terms and conditions set forth herein.
8. Adjustment of Exercise Price and Number of Shares. The number of shares
issuable upon exercise of this Warrant (or any shares of stock or other
securities or property at the time receivable or issuable upon exercise of this
Warrant) and the Warrant Price therefor are subject to adjustment upon the
occurrence of the following events:
(a) Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
etc. The Warrant Price and the number of shares issuable upon exercise of this
Warrant shall each be proportionally adjusted to reflect any stock dividend,
stock split, reverse stock split, combination of shares, reclassification,
recapitalization or other similar event altering the number of outstanding
shares of the Company's common stock.
(b) Adjustment for Other Dividends and Distributions. In case the
Company shall make or issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other distribution with
respect to the shares payable in securities of the Company then, and in each
such case, the Holder, on exercise of this Warrant at any time after the
consummation, effective date or record date of such event, shall receive, in
addition to the Warrant Shares (or such other stock or securities) issuable on
such exercise prior to such date, the securities of the Company to which such
Holder would have been entitled upon such date if such Holder had exercised this
Warrant immediately prior thereto (all subject to further adjustment as provided
in this Warrant).
D-3
9. Adjustment for Capital Reorganization, Consolidation, Merger or Sale.
If any capital reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with or into another corporation, or the
sale of all or substantially all of the Company's assets to another corporation
shall be effected in such a way that holders of the Company's capital stock will
be entitled to receive stock, securities or assets with respect to or in
exchange for the Company's capital stock, then in each such case the Holder,
upon the exercise of this Warrant, at any time after the consummation of such
capital reorganization, consolidation, merger, or sale, shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon
the exercise of this Warrant prior to such consummation, the stock or other
securities or property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior to the
consummation of such capital reorganization, consolidation, merger, or sale, all
subject to further adjustment as provided in this Section 9; and in each such
case, the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after
such consummation.
10. Notice of Warrant. On the happening of an event requiring an
adjustment of the Warrant Price or the Warrant Shares purchaseable hereunder,
the Company shall forthwith give a written notice to the Holder stating the
adjusted Warrant Price and the adjusted number and kind of securities or other
property purchaseable under this Warrant resulting from the event and setting
forth in reasonable detail the method of calculation and the facts upon which
the calculation is based. The Board of Directors of the Company, acting in good
faith, shall determine the calculation.
11. Call of Warrant. At any time after the Closing Date as defined in the
Subscription Agreement and from time to time thereafter (the "Effective Date"),
the Company shall have the right, upon 15 Business Days' prior written notice to
the Holder (the "Call Notice"), to call all or any portion of this Warrant at a
price equal to $.001 per Warrant Share (the "Call Price") at any time, provided
that (i) the Warrant Shares are registered for resale pursuant to the Act and
shall have been for at least the 20-trading day period preceding the Call
Notice, (ii) the prospectus under which such Warrant Shares have been registered
has not been suspended at any time during the 20-trading day period preceding
the Call Notice, (iii) the Warrant Shares are currently listed (and have not
been suspended from trading) on a Trading Market as of the date the Call Notice
is delivered to the Holder through the effective date of such call, (iv) the
Company is not in default (or taken any action or failure to act which through
the passage of time would result in a default) under the subscription agreement
that the Warrant Shares have been registered pursuant to, and (v) the average
VWAP for the Common Stock on a Trading Market for any period of at least 10
consecutive Business Days is equal to or greater than 150% of the Warrant Price
(subject to adjustment to reflect forward or reverse stock splits, stock
dividends, recapitalizations and the like) (the "Threshold Price"). The Company
must exercise this right to call the Warrant within 3 trading days after the
satisfaction of the last of the conditions in clauses (i) through (v) of the
immediately foregoing sentence to be satisfied. At any time prior to the
Effective Date of such call, the Holder shall have the right to exercise this
Warrant in accordance with its terms. As soon as practicable after the Effective
Date of such call, the Company shall mail or deliver to the Holder a check in
the amount of the Call Price times the number of Warrant Shares remaining
available for purchase under this Warrant at the Effective Date. Upon receipt of
such check, the Holder shall surrender, via mail or delivery, this Warrant to
the Company for cancellation. After the Effective Date of such call, this
Warrant shall no longer be exerciseable.
D-4
11. Additional Restrictions on Exercise. In not event shall the Holder
hereof have the right to exercise any portion of this Warrant for shares of
Common Stock or to dispose of any portion of this Warrant to the extent such
right to effect such exercise or disposition would result in the Holder and its
affiliates together beneficially owning more than 4.99% of the outstanding
shares of Common Stock. For purposes of this Section 11, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulation 13D-G thereunder. The restrictions
contained in this Section 11 may not be altered, ameded, deleted or changed in
any matter whatsoever without the consent of the Holder and the holders of the
outstanding shares of Common Stock and the Holder shall approve, in writing such
alteration, amendment, deletion or change. Nothing in this Section 11 shall be
construed as limiting the exercise or disposition of all or any portion of this
Warrant, either by the Holder or as may be required pursuant to Section 10
above, to the extent such exercise or disposition of all or any portion of this
Warrant would not result in such Holder and its affiliates together beneficially
owning more than 4.99% as a result of such disposition or exercise, whether in
whole or in part.
12. Transfer of Warrant. This Warrant may be transferred or assigned by
the Holder hereof in whole or in part, provided that the transferor provides, at
the Company's request, an opinion of counsel satisfactory to the Company that
such transfer does not require registration under the Act and any other
applicable federal or state securities laws.
13. Amendments and Waivers. This Warrant and any term hereof may only be
amended, waived, discharged or terminated by a written instrument signed by the
Company and the Investor.
14. Miscellaneous. This Warrant shall be governed by the laws of the State
of Delaware, as such laws are applied to contracts to be entered into and
performed entirely in Delaware by Delaware residents. The headings in this
Warrant are for purposes of convenience and reference only, and shall not be
deemed to constitute a part hereof. All notices and other communications from
the Company to the Holder of this Warrant shall be delivered, personally or
mailed by first class mail, postage prepaid, to the address furnished to the
Company in writing by the last Holder of this Warrant who shall have furnished
an address to the Company in writing, and if mailed shall be deemed given three
Business Days after deposit in the United States mail.
D-5
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first written above.
DYADIC INTERNATIONAL, INC.
(f/k/a CCP WORLDWIDE, INC.)
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
D-6
Attachment 1
NOTICE OF EXERCISE
TO: DYADIC INTERNATIONAL, INC.
1. The undersigned hereby elects to purchas _________ Warrant Shares of
Dyadic International, Inc. (f/k/a CCP Worldwide, Inc.) pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price in
full, together with all applicable transfer taxes, if any.
2. Please issue a certificate representing said shares of Warrant Shares
in the name specified below:
------------------------ ---------------------------
Name Name
------------------------ ---------------------------
Street Address Street Address
------------------------ ---------------------------
State, City and Zip Code State, City and Zip Code
HOLDER:
- -------------------------------
Signature of Holder of Warrant
- -------------------------------
Name of Holder of Warrant (print)
- --------------------------
Date
D-7
Attachment 2
INVESTMENT REPRESENTATION STATEMENT
Shares of Warrant Shares
(as defined in the attached Warrant) of
DYADIC INTERNATIONAL, INC.
In connection with the purchase of the above-listed securities, the undersigned
hereby represents to Dyadic International, Inc. (f/k/a CCP Worldwide, Inc.) (the
"Company") as follows:
(a) The securities to be received upon the exercise of the Warrant (the
"Warrant Shares" as defined in the attached Warrant) will be acquired for
investment for the undersigned's own account; not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and the undersigned
has no present intention of selling, granting participation in or otherwise
distributing the same, but subject, nevertheless, to any requirement of law that
the disposition of the undersigned's property shall at all times be within the
undersigned's control. By executing this Statement, the undersigned further
represents that the undersigned does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer, or grant
participation to such person or to any third person, with respect to any Warrant
Shares issuable upon exercise of the Warrant.
(b) The undersigned understands that the Warrant Shares issuable upon
exercise of the Warrant at the time of issuance may not be registered under the
Act, and applicable state securities laws, on the ground that the issuance of
such securities is exempt pursuant to Section 4(2) of the Act and state law
exemptions relating to offers and sales not by means of a public offering, and
that the Company's reliance on such exemptions is predicated on the
undersigned's representations set forth herein.
(c) The undersigned agrees that in no event will the undersigned make a
disposition of any Warrant Shares acquired upon the exercise of the Warrant
unless and until (i) the undersigned shall have notified the Company of the
proposed disposition and shall have furnished the Company with a statement of
the circumstances surrounding the proposed disposition, and (ii) the undersigned
shall have furnished the Company with an opinion of counsel satisfactory to the
Company and Company's counsel to the effect that (A) appropriate action
necessary for compliance with the Act and any applicable state securities laws
has been taken or an exemption from the registration requirements of the Act and
such laws is available, and (B) the proposed transfer will not violate any of
said laws.
(d) The undersigned acknowledges that an investment in the Company is
highly speculative and represents that the undersigned is able to fend for
himself, herself or itself in the transactions contemplated by this Statement,
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the undersigned's investments, and
has the ability to bear the economic risks (including the risk of a total loss)
of the undersigned's investment. The undersigned represents that the undersigned
has had the opportunity to ask questions of the Company concerning the Company's
business and assets and to obtain any additional information which the
undersigned considered necessary to verify the accuracy of or to amplify the
Company's disclosures, and has had all questions which have been asked,
satisfactorily answered by the Company.
D-8
(e) The undersigned acknowledges that the Warrant Shares issuable upon
exercise of the Warrant must be held indefinitely unless subsequently registered
under the Act or an exemption from such registration is available. The
undersigned is aware of the provisions of Rule 144 promulgated under the Act
which permit limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain current
public information about the Company, the resale occurring not less than one
year after a party has purchased and paid for the security to be sold, the sale
being through a "broker's transaction" or in transactions directly with a
"market maker" (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding specified limitations.
HOLDER:
- -------------------------------
Signature of Holder of Warrant
- -------------------------------
Name of Holder of Warrant (print)
- --------------------------
Date
D-9