(a) It is understood and agreed that this Amendment and the Credit Agreement are each a “Loan Document”, as defined in the Existing Credit Agreement. 

(b) Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition:

(c) Clause (ii) of the definition of “Applicable Margin” of the Credit Agreement is hereby amended and restated in its entirety with the following:

(d) Section 2.08(g) of the Credit Agreement is hereby amended by replacing the phrase “2018 Incremental Amendment Effective Date” found therein with “Amendment No. 2 Effective Date.”

(e) Section 2.17(b)(ix) of the Credit Agreement is hereby amended by replacing the phrase “2018 Incremental Amendment Effective Date” found therein with “Amendment No. 2 Effective Date.”

(a) The Administrative Agent shall have received this Amendment executed and delivered by a duly authorized officer of the Borrower, each other Loan Party and the 2018 Incremental Term B Lender (which constitutes the Required Lenders under the Existing Credit Agreement).  

(b) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) business days prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Borrower)), required to be paid on the Amendment No. 2 Effective Date, shall have been paid.

(c) A certificate of a Responsible Officer certifying that each of the following conditions has been satisfied: (A) the representations and warranties of each Loan Party set forth in the Credit Agreement and any other Loan Document shall be true and correct in all material respects (or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) at the time of and immediately after giving effect to the Amendment No. 2 Effective Date, no Default shall have occurred and be continuing.

(a) Except as expressly set forth herein, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Existing Credit Agreement or any other Loan Document or (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document.  Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof.  Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Agreement on the Amendment No. 2 Effective Date.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 2 Effective Date, all references to the “Credit Agreement” in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.  Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement, as amended hereby.

(b) Without limiting the foregoing, each of the Loan Parties party to the Guarantee and Security Agreement hereby (i) acknowledges and agrees that all of its obligations under the Guarantee and Security Agreement are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for the benefit of the Secured Parties (including the 2018 Incremental Term B Lender) and reaffirms the guaranties made pursuant to the Guarantee and Security Agreement, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Guarantee and Security Agreement are, and shall remain, in full force and effect after giving effect to this Amendment, (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or

otherwise) of principal and interest on, the 2018 Incremental Term B Loans, and (v) agrees that all Secured Obligations are Guaranteed Obligations (as defined in the Guarantee and Security Agreement).

BROOKS AUTOMATION, INC.

By:

/s/ Lindon G. Robertson

Name:

Lindon G. Robertson

Title:

Executive Vice President and Chief Financial Officer

BIOSTORAGE TECHNOLOGIES, INC.

By:

/s/ Lindon G. Robertson

Name:

Lindon G. Robertson

Title:

President

GENEWIZ, INC.

By:

/s/ Lindon G. Robertson

Name:

Lindon G. Robertson

Title

President

GENEWIZ, LLC

By:

/s/ Lindon G. Robertson

Name:

Lindon G. Robertson

Title:

President

MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent

By:

/s/ Jonathon Rauen

Name:

Jonathon Rauen

Title:

Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC., as 2018 Incremental B Lender

By:

/s/ Jonathon Rauen

Name:

Jonathon Rauen

Title:

Authorized Signatory