AGREEMENT AND PLAN OF MERGER by and among SIGMA-ALDRICH CORPORATION, SIGMA- ALDRICH HOLDING LLC, SIGMA-ALDRICH ACQUISITION LLC, BIORELIANCE HOLDINGS, INC., CERTAIN SECURITYHOLDERS OF BIORELIANCE HOLDINGS, INC. and AVISTA CAPITAL PARTNERS GP, LLC...Agreement and Plan of Merger • January 9th, 2012 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 8, 2012, is made by and among Sigma-Aldrich Corporation, a Delaware corporation (“Sigma-Aldrich Corporation”), Sigma-Aldrich Holding LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Sigma-Aldrich Corporation (“Sigma-Aldrich Holding,” and together jointly and severally with Sigma-Aldrich Corporation, “Purchaser”), Sigma-Aldrich Acquisition LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Sigma-Aldrich Holding (“Merger Sub”), BioReliance Holdings, Inc., a Delaware corporation (the “Company”), and Avista Capital Partners GP, LLC, a Delaware limited liability company (“Avista”), solely in its capacity as the Representative (as defined below), and each of the parties listed on the signature page of this Agreement as a Stockholder (collectively, the “Signing Stockholders”) solely for the purposes of Article 4, Section 6.4, Section 6.7, Article 10 and Article
