AGREEMENT AND PLAN OF MERGER BY AND AMONG BROOKS AUTOMATION, INC., NINERS ACQUISITION CORPORATION, CROSSING AUTOMATION INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE Dated as of October 28, 2012Agreement and Plan of Merger • October 31st, 2012 • Brooks Automation Inc • Special industry machinery, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of the 28th day of October 2012, by and among Brooks Automation, Inc., a Delaware corporation (the “Buyer”), Niners Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), Crossing Automation Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the holder representative (the “Holder Representative”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article VIII.
