VOTING AGREEMENT
EXHIBIT
99.2
This Voting Agreement (“Agreement”) is made and entered into effective as of October 31, 2007
by and among the stockholders listed on the signature pages hereto (the “Participating
Stockholders”).
RECITALS
As of the date of this Agreement, each Participating Stockholder is the record owner of the
number of shares of common stock, par value $0.001 per share (“Common Stock”) of Dyadic
International Inc., a Delaware corporation (“Company”), and has rights to acquire such additional
number of shares of Common Stock, as are set forth below such Participating Stockholder’s name on
the signature page hereto. The Participating Stockholders desire to facilitate the voting
arrangements set forth in this Agreement by agreeing to the terms and conditions set forth below.
AGREEMENT
The Participating Stockholders agree as follows:
1. Agreement to Vote as a Group
The Participating Stockholders believe it to be in their best interests and in the best
interest of the Company and all of its stockholders for the Participating Stockholders to combine
their votes, as such stockholders, with respect to, but not limited to, the following matters: (i)
the election, removal, and/or replacement of members of the board of directors of the Company; (ii)
the amendment of the bylaws and/or the certificate of incorporation of the Company; (iii) any
material change or acts in furtherance of a material change in the Company’s corporate structure;
and (iv) any other matter proposed to stockholders of the Company for approval or required by law
to be approved by stockholders of the Company.
2. Voting the Shares
All the aforementioned shares of Common Stock owned by the Participating Stockholders,
together with any additional shares of Common Stock acquired in any manner by any one or more of
them (the “Covered Shares”), shall be voted as one block with respect to the matters enumerated in
Section 1 of this Agreement.
3. Manner of Voting
The manner in which the Covered Shares will be voted will be determined based on the voting
decision of the majority of the Covered Shares. Such majority shall be determined by consultation
amongst the Participating Stockholders sufficiently in advance of the deadline for
the voting of the Covered Shares to allow for the valid voting of such shares consistent with
this Agreement.
4. Termination of the Agreement
(a) Termination by Passage of Time or by Agreement. This Agreement shall continue in full
force and effect from the date hereof through the earliest of the following dates, on which date it
shall terminate in its entirety:
(i) two (2) years from the date of this Agreement; or
(ii) the date as of which the parties hereto terminate this Agreement by the written consent
of a majority of the Participating Stockholders.
(b) Termination by Notice to Participating Stockholders. Notwithstanding paragraph (a) of
this Section 2, a Participating Stockholder may terminate this Agreement, with respect to that
Participating Stockholder, upon (30) days prior written notice to all of the other Participating
Stockholders. Any such termination by a Participating Stockholder will have no effect on the
rights and obligations of other Participating Stockholders under this Agreement.
5. Modification
This Agreement may not be modified or amended except by a written agreement signed by each
Participating Stockholder.
6. Notices
Any notice required or permitted by this Agreement shall be in writing and shall be deemed
given on the date of delivery, when delivered personally or by overnight courier or sent by
facsimile to such party’s address or facsimile number as set forth on the signature page, or such
other address or number as a recipient may subsequently specify by written notice to the other
parties hereto.
7. Further Assurances
The Participating Stockholders shall perform such further acts and execute such further
documents and instruments as may reasonably be required to vest in the parties to this Agreement
the power to carry out and give effect to the provisions of this Agreement, provided, however, that
this Section 7 creates no obligation on the part of any Participating Stockholder to make or commit
to any monetary expenditure without such Participating Stockholder’s consent in each case.
8. Governing Law
This Agreement shall be governed by and in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of
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conflicts of laws thereof. In any action between the parties arising out of or relating to
this Agreement or any of the transactions contemplated by this Agreement each of the parties
irrevocably and unconditionally consents and submits to the jurisdiction and venue of the state and
federal courts located in the State of Delaware.
9. Counterparts
This Agreement may be signed (including by facsimile) in one or more counterpart signature
pages, each of which shall be deemed an original and all of which shall together constitute one and
the same instrument.
[SIGNATURES CONTAINED ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective the day and
year first above written.
XXXX X. XXXXXXXX TRUST U/A/D October 1, 1987 | ||||||
By: | /s/ Xxxx X. Xxxxxxxx | |||||
Name: | Xxxx X. Xxxxxxxx | |||||
Title: | as Trustee | |||||
Date: | 10-31-07 | |||||
Address: | 000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000 | |||||
Number of Shares of Dyadic Common Stock over which you have voting authority: 5,822,125 | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 1,276,434 | ||||||
J. XXXXXX XXXXXXX | ||||||
/s/ J. Xxxxxx Xxxxxxx | ||||||
Date: | 10-31-07 | |||||
Address: | 0000 Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxx 000000 |
|||||
Number of Shares of Dyadic Common Stock over which you have voting authority: 1,122,100 | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 180,000 |
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THE FRANCISCO TRUST U/A/D FEBRUARY 28, 1996 | ||||||
By: | /s/ Xxxxxx Xxxxxxxxxx | |||||
Name: | Xxxxxx Xxxxxxxxxx | |||||
Title: | Francisco Trust, Trustee | |||||
Date: | 10-31-07 | |||||
Address: | 00000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000 | |||||
Number of Shares of Dyadic Common Stock over which you have voting authority: 4,769,578 | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 75,000 | ||||||
XXX AND XXXXX XXXX LIVING TRUST | ||||||
By: | /s/ Xxx Xxxx | |||||
Name: | Xxx Xxxx | |||||
Title: | Trustee | |||||
Date: | 10-31-07 | |||||
Address: | 000 X. Xxxxxxx Xx. Xxx Xxxxxxx, XX 00000 | |||||
Number of Shares of Dyadic Common Stock over which you have voting authority: 395,100 | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: |
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DORSET MANAGEMENT CORPORATION | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: | Xxxxx X. Xxxxx | |||||
Title: | President | |||||
Date: | 11-09-07 | |||||
Address: | 000 Xxxxxxxxx Xxxx. Xxxxx 000, | |||||
Xxxxxxx, XX 00000 | ||||||
Number of Shares of Dyadic Common Stock over which you have voting authority: | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 1,141,250 | ||||||
THE PINNACLE FUND, L.P. | ||||||
By: | /s/ Xxxxx X. Xxxx | |||||
Name: | Xxxxx X. Xxxx | |||||
Title: the General Partner of Pinnacle Advisors, L.P., the General Partner of The Pinnacle Fund, L.P. | ||||||
Date: | 10-31-07 | |||||
Address: | 0000 Xxxxxxx Xxxx Xxxx. Xxx. 000 Xxxxx, XX 00000 | |||||
Number of Shares of Dyadic Common Stock over which you have voting authority: 1,790,572 | ||||||
Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 68,700 |
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