GRANTED EFiled: Apr 15 2008 9:57AM EDT Transaction ID 19406728 Case No. 3353-VCP IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MARK A. EMALFARB, Plaintiff, v. DYADIC INTERNATIONAL, INC., Defendant. ) ) ) ) ) ) ) ) )

THE COURT OF CHANCERY OF THE STATE OF DELAWARE

plaintiff Mark A. Emalfarb ("Plaintiff") brought this action pursuant to 8 Del. C. 211 to

compel defendant Dyadic International, Inc. ("Defendant," or the "Company") to

hold an annual meeting of the Company's stockholders for the election of

the parties have filed cross motions seeking judgment on the pleadings;

the Court has considered the parties' cross motions and the briefs submitted in

connection therewith.

THEREFORE, IT IS HEREBY ORDERED, this __ day of April, 2008, that:

shall notice and shall hold an annual meeting of stockholders, such meeting to

be held on or before Friday, June 20, 2008. Notice of the meeting shall be mailed to stockholders at least

40 and no more than 50 days prior to the date of the meeting;

purpose of the annual meeting will be for the election of the directors in Class

III and Class I of the Company's board of directors, and such meeting shall not

be adjourned, continued, or postponed prior to the election of directors absent

further order of the Court;

record date for the annual meeting shall be April 23, 2008;

211(c), the shares of stock represented at such meeting, either in

person or by proxy, and entitled to vote thereat, shall constitute a quorum for

the purpose of such meeting, notwithstanding any provision of the Restated

Certificate of Incorporation or Amended and Restated Bylaws of the Company to

the contrary. The annual meeting, otherwise, shall be held in

accordance with the Company's Restated Certificate of Incorporation and Amended

and Restated Bylaws of the Company; and

party shall bear its own costs.

IT IS SO ORDERED this ______ day of

Chancellor Donald F. Parsons