Amendment No. 1 to Asset Purchase Agreement, dated February 12, 2019, by and among Brooks Automation, Inc., Edwards Vacuum LLC and, for certain sections, Atlas Copco AB

Exhibit 2.1

AMENDMENT NO. 1

to

ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is made and entered into this 12th day of February, 2019 and among BROOKS AUTOMATION, INC., a Delaware corporation (“Seller”), EDWARDS VACUUM LLC, a Delaware limited liability company (“Purchaser”) and ATLAS COPCO AB, a company incorporated under the laws of Sweden (“Guarantor”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Purchase Agreement (as defined below).

WHEREAS, the parties hereto are parties to that certain Asset Purchase Agreement, dated as of August 27, 2018, by and among Seller, Purchaser and, solely for the purposes of Section 6.9, Guarantor (such agreement, including all Schedules and Exhibits thereto, the “Purchase Agreement”).

WHEREAS, the parties wish to amend the Purchase Agreement, in accordance with Section 12.10 of the Purchase Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound, the parties agree as follows:

(ii)    by either Purchaser or Seller, if the Closing has not taken place on or before 5:00 p.m. (Eastern time) on August 27, 2019 (the “End Date”); provided,  however, that neither Purchaser nor Seller shall be permitted to terminate this Agreement pursuant to this Section 12.2(a)(ii) if the failure to consummate the Closing by the End Date results from, or is caused by, a material breach by such Party of any of its representations, warranties, covenants or agreements contained herein.

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized signatories as of the date and year first above written.