July 24, 2022 GINKGO BIOWORKS HOLDINGS, INC. PEPPER MERGER SUBSIDIARY INC. ZYMERGEN INC. AGREEMENT AND PLAN OF MERGERMerger Agreement • July 25th, 2022 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 24, 2022, by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Zymergen Inc., a Delaware public benefit corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I or elsewhere in this Agreement.
VOTING AGREEMENTVoting Agreement • July 25th, 2022 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Agreement”), dated as of July 24, 2022, is made and entered into by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), and the stockholders of Zymergen Inc., a Delaware public benefit corporation (the “Company”), identified on Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”). Parent and each Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
