AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCELRYS, INC. AARDVARK ACQUISITION CORP. AEGIS ANALYTICAL CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS THE STOCKHOLDERS’ REPRESENTATIVE Dated as of October 23, 2012Agreement and Plan of Merger • October 29th, 2012 • Accelrys, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of October 23, 2012 by and among Accelrys, Inc., a Delaware corporation (“Parent”), Aardvark Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Aegis Analytical Corporation, a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative (the “Stockholders’ Representative”) of the holders of Company Capital Stock and Management Contributors. Certain capitalized terms used in this Agreement are defined in Exhibit A.
