AGREEMENT AND PLAN OF MERGER among BGI-Shenzhen, Beta Acquisition Corporation and Complete Genomics, Inc. Dated as of September 15, 2012Merger Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2012 (this “Agreement”), by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Complete Genomics, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 15, 2012, is by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and the Persons set forth on Schedule A hereto (each, a “Stockholder”).
ContractConvertible Subordinated Promissory Note • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • New York
THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (A) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN OXFORD FINANCE LLC AND LENDER (AS DEFINED HEREIN) AND (B) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN ATEL VENTURES, INC., AS AGENT, AND LENDER (AS DEFINED HEREIN) (THE “SUBORDINATION AGREEMENTS”). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF EITHER SUBORDINATION AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENTS SHALL GOVERN AND CONTROL.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of September 15, 2012, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”).
