AGREEMENT OF MERGER among BROOKS AUTOMATION, INC., DARWIN ACQUISITION COMPANY, GENEWIZ GROUP, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Holders’ Representative September 26, 2018Merger Agreement • November 15th, 2018 • Brooks Automation Inc • Special industry machinery, nec • Delaware
THIS AGREEMENT OF MERGER (this “Agreement”) is dated as of September 26, 2018 by and among Brooks Automation, Inc., a Delaware corporation (“Parent”), GENEWIZ Group, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), Darwin Acquisition Company, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (the “Holders’ Representative”). Each of Parent, Merger Sub, the Company and Holders’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
INCREMENTAL AMENDMENTIncremental Amendment • November 15th, 2018 • Brooks Automation Inc • Special industry machinery, nec • New York
INCREMENTAL AMENDMENT, dated as of November 15, 2018 (this “Incremental Amendment”), to the Existing Credit Agreement referred to below, among Brooks Automation, Inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, the Administrative Agent (as defined below) and Morgan Stanley Senior Funding, Inc., as the 2018 Incremental Term B Lender (as defined below).
