AGREEMENT AND PLAN OF MERGER BY AND AMONG BROOKS AUTOMATION, INC., SPURS ACQUISITION, INC., NEXUS BIOSYSTEMS, INC. AND TELEGRAPH HILL PARTNERS MANAGEMENT COMPANY LLC As Representative July 25, 2011Escrow Agreement • July 27th, 2011 • Brooks Automation Inc • Special industry machinery, nec • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of July 25, 2011, by and among Brooks Automation, Inc., a Delaware corporation (the “Buyer”), Spurs Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), Nexus Biosystems, Inc., a Delaware corporation (the “Company”), and Telegraph Hill Partners Management Company LLC, solely in its capacity as the representative of the Equity Holders (together with its permitted successors, the “Representative”). The Buyer, the Transitory Subsidiary, the Company and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
