DYADIC INTERNATIONAL INC

This proposal seeks shareholder approval of an amendment to the Certificate to implement a Reverse Stock Split within a range of 2:1 to 10:1. As discussed, to the extent that the Reverse Stock Split is effected, the amendment to the Certificate also contemplates a proportionate decrease in authorized capital, with no change in the par value of our common stock.

If the Reverse Stock Split is approved by our shareholders, then, to the extent the Reverse Stock Split is effected, the exact ratio of the Reverse Stock Split will be promptly set at a whole number within the range of 2:1 to 10:1 as determined by our Board in its sole discretion. Our Board believes that the availability of alternative Reverse Stock Split ratios in the range of 2:1 to 10:1 will provide it with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company and its shareholders. In determining the exact ratio of the Reverse Stock Split following the receipt of shareholder approval, our Board may consider, among other things, factors such as:

If the Reverse Stock Split is approved by our shareholders, promptly after the exact ratio of the Reverse Stock Split is determined by our Board, we will issue a press release announcing the Effective Date (as defined below) of the Reverse Stock Split and will file an amended and restated Certificate of Incorporation substantially in the form attached hereto as Appendix A (the “Proposed Certificate”) with changes marked in Article 4, Section 1 of the Proposed Certificate to effect the Reverse Stock Split. The Reverse Stock Split will become effective upon the filing and effectiveness of such amended and restated Certificate of Incorporation (the “Effective Date”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).