Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN
OF MERGER AND
REORGANIZATION
T HIS A MENDMENT N O . 1 TO A GREEMENT AND P LAN OF M ERGER AND R EORGANIZATION (the “Amendment” ) is
made and entered into as of March 22, 2007, by and among:
D IVERSA
C ORPORATION , a
Delaware corporation ( “Parent” );
C ONCORD
M ERGER S UB ,
I NC
., a Delaware corporation and a wholly owned
subsidiary of Parent ( “Merger Sub” );
C ELUNOL
C ORP ., a
Delaware corporation (the “Company” );
and W ILLIAM L ESE (the “Company Stockholders’
Representative” ).
W HEREAS , Parent, Merger Sub, the Company and the
Company Stockholders’ Representative entered into that
certain Agreement and Plan of Merger and Reorganization dated as of
February 12, 2007 (the “ Merger Agreement
”) (capitalized terms used but not defined herein shall have
the meaning assigned to them in the Merger Agreement);
and
W HEREAS , Parent, Merger Sub, the Company and the Company
Stockholders’ Representative each desire to amend the Merger
Agreement in accordance with Section 11.12 of the Merger
Agreement.
N OW ,
T HEREFORE
, in consideration of the foregoing premises and
the mutual covenants and conditions set forth below, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
A MENDMENT
1. Amendment of the Merger
Agreement.
1.1 The definition of the term “Specified
Indebtedness” in Exhibit A to the Merger
Agreement is hereby amended in its entirety to read as
follows:
“Specified
Indebtedness” shall
mean, on a consolidated basis, the sum of (i) the aggregate
principal amount of all indebtedness for borrowed money of the
Company owed to Parent pursuant to the Promissory Note and owed
pursuant to any Third Party Loans (as such term is defined in the
Promissory Note), in each case only to the extent incurred on or
before May 31, 2007, and (ii) that portion, if any, of
the Company’s net working capital (calculated by
subtracting
