AGREEMENT AND PLAN OF MERGER among ILLUMINA, INC., SDG OPS, INC., SDG OPS, LLC and GRAIL, INC. Dated as of September 20, 2020Merger Agreement • September 21st, 2020 • Illumina, Inc. • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2020 (this “Agreement”), among Illumina, Inc., a Delaware corporation (“Parent”), SDG Ops, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“First Merger Sub”), SDG Ops, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), and GRAIL, Inc., a Delaware corporation (the “Company”).
SELLING INVESTOR SUPPORT AGREEMENTSelling Investor Support Agreement • September 21st, 2020 • Illumina, Inc. • Laboratory analytical instruments • Delaware
SELLING INVESTOR SUPPORT AGREEMENT (hereinafter referred to as this “Agreement”), dated as of [●], among Illumina, Inc., a Delaware corporation (“Parent”) and each of the undersigned stockholders (the “Selling Investors”) of GRAIL, Inc., a Delaware corporation (the “Company”), set forth on Schedule 1(b) hereto.
GOLDMAN SACHS BANK USACommitment Letter • September 21st, 2020 • Illumina, Inc. • Laboratory analytical instruments • Delaware
Goldman Sachs Bank USA (“Goldman Sachs” and, together with each Lender (as defined in Annex A) that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 6 hereof, collectively, the “Commitment Parties,” “we” or “us”) are pleased to confirm the arrangements under which (i) Goldman Sachs is exclusively authorized by Illumina, Inc. (the “Borrower” or “you”) to act as sole lead arranger and sole bookrunner, (ii) Goldman Sachs is exclusively authorized by you to act as sole administrative agent in connection with, and (iii) each Commitment Party commits to provide the financing for, certain transactions described herein, in each case on the terms and subject to the conditions set forth in this letter and the attached Annexes A and B hereto (collectively, this “Commitment Letter”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in Annexes A or B, as the context may require.
