As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/15/08  Knott David M                     SC 13D                 4:246K Dyadic International Inc          Merrill Corp-MD/FA
          Barry M. Kitt
          The Pinnacle Fund, L.P.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     88K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     21K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     11K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML     64K 

EXHIBIT 99.3

 

VOTING AGREEMENT

 

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.

 

	MARK A. EMALFARB TRUST U/A/D October 1,
	1987
	By:	/s/ Mark A. Emalfarb
	Name:	Mark A. Emalfarb
	Title:	as Trustee
	Date:	10-31-07
	Address:	193 Spyglass Court, Jupiter, FL 33477
	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. STEVEN EMERSON
	/s/ J. Steven Emerson
	Date:	10-31-07
	Address:	1522 Ensley Ave, Los Angeles, Calif 900024
	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/ Morley Alperstein
	Name:		Morley Alperstein
		Title:	Francisco Trust, Trustee
		Date:	10-31-07
		Address:	17236 Gulf Pine Circle, Wellington, FL
			33414
		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
		TOM AND NANCY JUDA LIVING TRUST
		By:	/s/ Tom Juda
		Name:	Tom Juda
		Title:	Trustee
		Date:	10-31-07
		Address:	410 S. Lucerne Bl. Los Angeles, CA
			90020
		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/ David M. Knott
	Name:			David M. Knott
	Title:			President
	Date:			11-09-07
	Address:			485 Underhill Blvd. Suite 205,
				Syosset, NY 11791
	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/ Barry M. Kitt
	Name:			Barry M. Kitt
	Title: the General Partner of Pinnacle Advisors, L.P.,
	the General Partner of The Pinnacle Fund, L.P.
	Date:			10-31-07
	Address:			4965 Preston Park Blvd. Ste. 240
				Plano, TX 75093
	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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