AZTA 8-K
Azenta, Inc. (AZTA)
8-K
2026-07-08
For: 2026-07-01
View Original
Added on
July 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and Zip Code)
(888 ) 229-3682
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2026, in connection with the closing of the Transaction (as defined in Item 2.01 below), Azenta Germany GmbH, a wholly owned subsidiary of Azenta, Inc. (the “Company”), entered into a Vendor Loan Agreement (the “Vendor Loan Agreement”) with Thelema S.à r.l. (“Thelema”), pursuant to which Azenta Germany GmbH agreed to provide a secured term loan to Thelema in an aggregate principal amount of $35 million. The Vendor Loan Agreement was entered into to support and facilitate the completion of the Transaction. The loan bears interest at a rate of 6.0% per annum and matures three months following the funding date. The loan is required to be repaid in full at maturity and may be prepaid at any time without premium or penalty upon prior notice. The obligations of Thelema under the Vendor Loan Agreement are secured by a first-priority pledge over 100% of the equity interests of B Medical Systems S.à r.l. (the “Acquired Company”) in favor of Azenta Germany GmbH pursuant to a Share Pledge Agreement (the “Share Pledge Agreement”) entered into on July 1, 2026.
The Vendor Loan Agreement and the Share Pledge Agreement constitute a related party transaction. Thelema is majority owned by Luc Provost, a Vice President of the Company and the Chief Executive Officer of the Acquired Company. Mr. Provost did not participate on behalf of the Company in the review, negotiation or approval of these arrangements, which were reviewed and approved by the Audit Committee of the Board of Directors in accordance with the Company’s policies and procedures governing related-person transactions.
The Vendor Loan Agreement includes customary covenants restricting Thelema’s ability to incur additional indebtedness, make distributions, or otherwise dispose of assets, subject to exceptions, including the incurrence of acquisition financing. Azenta Germany GmbH has agreed to cooperate with Thelema and prospective third-party lenders in connection with any such acquisition financing or refinancing of the loan, including by entering into customary intercreditor, subordination or priorities arrangements and by releasing the pledge upon repayment of the loan in full. As a result, the first-priority pledge described above may be subordinated to, or released in connection with, acquisition or refinancing indebtedness subsequently incurred by Thelema.
On July 1, 2026, Azenta Germany GmbH and Thelema S.à r.l. also entered into a deed of amendment to the Sale and Purchase Agreement previously disclosed in the Company’s Current Report on Form 8-K filed on December 29, 2025 (“Deed of Amendment”), pursuant to which USD 35,000,000 of the purchase price is to be satisfied through the above-described vendor loan, with corresponding revisions to payment mechanics, closing conditions, and the transaction long-stop date.
The foregoing descriptions of the Vendor Loan Agreement, the Share Pledge Agreement, and Deed of Amendment are summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the Vendor Loan Agreement, the Share Pledge Agreement, and Deed of Amendment, copies of which are filed as Exhibits 10.1, 10.2 and 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2026, Azenta Germany GmbH, a wholly owned subsidiary of the Company, completed the sale of the entire issued share capital of B Medical Systems S.à r.l. (“B Medical”) to Thelema (the “Transaction”) pursuant to the Sale and Purchase Agreement. The aggregate purchase price for the Transaction was USD 63,000,000, consisting of USD 28,000,000 cash paid at or prior to closing and USD 35,000,000 funded through the Vendor Loan Agreement described in Item 1.01 above. The purchase price is fixed and not subject to customary post-closing adjustments.
As previously disclosed in the Company’s Current Report on Form 8-K filed on April 2, 2026, the Transaction did not close by March 31, 2026 due to Thelema’s inability at that time to secure the required financing. The Transaction was completed on July 1, 2026 following the satisfaction of the closing conditions.
Item 7.01. Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Because B Medical has been presented as a discontinued operation in the Company’s historical consolidated financial statements, the effects of the disposition on the Company's results of operations are already reflected in those statements, and therefore no unaudited pro forma condensed consolidated statements of operations are presented. In addition, no adjustment was required to the estimated loss previously recognized in connection with the disposition of B Medical based on available information and assumptions as of the filing date. The unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2026 giving effect to the disposition of B Medical (including the receipt of the consideration described in Item 2.01, the vendor loan described in Item 1.01 and the derecognition of the related assets and liabilities held for sale), together with the accompanying explanatory notes, is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
(d)Exhibits
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |||||||
Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K and the documents furnished herewith contain forward-looking statements within the meaning of the federal securities laws, which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These include statements regarding the expected benefits of the completed transaction, the Company’s future strategic priorities and capital allocation plans, and the anticipated refinancing by Thelema and repayment of the Vendor Loan Agreement. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: Thelema’s ability to complete its third-party financing to repay the vendor loan at or prior to maturity; the risk of a default by Thelema under the Vendor Loan Agreement; the Company’s ability to realize the expected benefits of the transaction and to execute on its strategic priorities and capital allocation plans; and the other factors described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made herein speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of new information, future developments or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZENTA, INC. | |||||
| /s/ Ephraim Starr | |||||
| Date: July 8, 2026 | Ephraim Starr | ||||
| Senior Vice President, General Counsel and Secretary | |||||
DATED
July 1, 2026
AZENTA GERMANY GmbH
and THELEMA
PROJECT ROSE - DEED OF AMENDMENT
Winston Taylor International LLP | 5 New Street Square London EC4A 3TWTel +44 (0)20 7300 7000
Fax +44 (0)20 7300 7100
DX 41 London www.winstontaylor.com
THIS DEED is made on July 1, 2026
BETWEEN
(1)AZENTA GERMANY GmbH, a limited liability company existing under the laws of Germany, having its registered office at Im Leuschnerpark 1 B, 64347 Griesheim, Germany, registered with the commercial register of the Local Court of Darmstadt, under number HRB 85666 (the "Seller"); and
(2)THELEMA S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg having its registered address at 63 rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) (the "Buyer") under number B299803.
each a "Party" and together the "Parties".
BACKGROUND
(A)The Parties entered into an agreement for the sale and purchase of the entire issued share capital of B Medical Systems S.à r.l. on 23 December 2025 (the "SPA").
(B)The Parties wish to amend the SPA to reflect an agreement between the Parties that USD35,000,000 of the Purchase Price should be satisfied on Completion by a loan to be advanced by the Seller to the Buyer under the Vendor Loan Agreement.
1.Interpretation
1.1Capitalised terms used but not defined in this Deed shall have the meanings given to them in the SPA.
1.2This Deed shall be read together with and construed as one document with the SPA.
1.3Save as expressly amended by this Deed, the SPA shall continue in full force and effect.
Amendments
With effect from the date of this Deed the SPA is amended as follows:
1.4In clause 1 of the SPA (definitions and interpretation) there shall be inserted (in the relevant alphabetical order) the following new defined terms:
"Vendor Loan Agreement" means the Luxembourg law governed vendor loan agreement dated on or about the date hereof between Thelema as borrower (the "Borrower") and Azenta Germany GmbH as lender (the "Lender");
"Seller Loan Amount" means the loan of USD35,000,000 to be made by the Seller to the Buyer under the Vendor Loan Agreement; and
"Share Pledge Agreement" means the Luxembourg law governed share pledge agreement dated on or about the date hereof between Thelema as pledgor (the "Pledgor"), Azenta Germany GmbH as pledgee (the "Pledgee") and B Medical Systems S.à r.l. as company (the "Company").
1.5Clause 3.2 of the SPA shall be deleted in its entirety and replaced with the following:
"3.2 At Completion, the Buyer shall transfer an amount equal to the Purchase Price minus the Seller Loan Amount and the amount of the Deposit to the Seller in USD by way of electronic transfer of freely available funds of same day value, namely USD19,000,000 without any deduction or set off whatsoever, to the Seller's Designated Account, and the Deposit shall be unconditionally released to the Seller."
1.6Clause 5.6 (b) of the SPA shall be deleted in its entirety and replaced with the following:
"5.6(b) receipt of the Purchase Price minus the Seller Loan Amount and the amount of the Deposit required pursuant to Part 2 of schedule 2."
1.7In clause 5.9 of the SPA, the reference to “31 March 2026” shall be deleted and replaced with “1 July 2026”.
1.8In Schedule 2, Part 1, paragraph 1 of the SPA there shall be inserted the following new sub-paragraph (and the existing sub- paragraphs shall be renumbered accordingly):
"1.1(a) counterparts of the Vendor Loan Agreement and the Share Pledge Agreement, duly executed by the Seller"
1.9In Schedule 2, Part 2 of the SPA there shall be inserted the following new paragraph (and the existing paragraphs shall be renumbered accordingly):
"1. On the Completion Date the Buyer shall deliver to the Seller counterparts of the Vendor Loan Agreement and the Share Pledge Agreement, duly executed by the Buyer, and in the case of the Share Pledge Agreement duly executed by the Company."
1.10In Schedule 2, Part 2 of the SPA, the existing paragraph 1 (as renumbered) shall be deleted in its entirety and replaced with the following:
"2. On the Completion Date, the Buyer shall pay the Purchase Price minus the Seller Loan Amount minus the amount of the Deposit to the Seller's Designated Account in accordance with clause 3.2, and the Deposit shall be unconditionally released to the Seller"
2.Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of the Grand Duchy of Luxembourg, without any reference to any principles of conflicts of law.
The parties irrevocably agree that the courts of the District of Luxembourg, Grand Duchy of Luxembourg, shall have exclusive jurisdiction over any action, suit, claim or proceeding that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This deed has been executed and delivered as a deed on the date shown on the first page.
2 | ||
[signature page to the deed of amendment between AZENTA GERMANY GMBH and THELEMA S.à r.l.]
AZENTA GERMANY GMBH
acting by a director
Name of director: Andrew Mulkerin
THELEMA S.À R.L.
acting by its manager3 | ||
…………………………..Name of manager: Luc Provost
Yannick Malvaux
Class B Manager Class B Manager
4 | ||
Execution version
Vendor loan agreement
between
Thelema
as Borrower
and
Azenta Germany GmbH
as Lender
1 July 2026
In accordance with Item 601(a)(6) of Regulation S-K, private information has been redacted as indicted in this exhibit.
Table of contents
| 1. | Definitions and interpretation.................................................................................................................... | 2 | ||||||
| 2. | Loan.................................................................................................................…..................................... | 6 | ||||||
| 3. | Conditions precedent.......................................................................................…..................................... | 6 | ||||||
| 4. | Interest.............................................................................................................…..................................... | 6 | ||||||
| 5. | Default Interest.................................................................................................…..................................... | 6 | ||||||
| 6. | Repayment, prepayment and settlement.................................................................................................. | 7 | ||||||
| 7. | Payments.................................................................................................................................................. | 7 | ||||||
| 8. | Representations, warranties and covenants of the Transaction Obligors................................................ | 7 | ||||||
| 9. | Undertaking of the Lender........................................................................................................................ | 9 | ||||||
| 10. | Events of default....................................................................................................................................... | 10 | ||||||
| 11. | Currency conversion................................................................................................................................. | 12 | ||||||
| 12. | Costs, expenses and indemnities............................................................................................................. | 13 | ||||||
| 13. | Liability to perform.................................................................................................................................... | 14 | ||||||
| 14. | Waivers and remedies cumulative............................................................................................................ | 14 | ||||||
| 15. | Notices...................................................................................................................................................... | 14 | ||||||
| 16. | Changes to the Parties............................................................................................................................. | 15 | ||||||
| 17. | Amendments and severability................................................................................................................... | 16 | ||||||
| 18. | Governing law and jurisdiction.................................................................................................................. | 16 | ||||||
| 19. | Counterparts............................................................................................................................................. | 16 | ||||||
This vendor loan agreement is made on 1 July 2026.
BETWEEN THE UNDERSIGNED
1.Thelema, a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing under the laws of Grand Duchy of Luxembourg, with its registered office at 63 rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B299803 (the "Borrower"); and
2.Azenta Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) duly incorporated and validly existing under the laws of the Federal Republic of Germany, with its registered office at Im Leuschnerpark 1 B, 64347 Griesheim, Germany, registered with the commercial register of the Local Court of Darmstadt, under number HRB 85666 (the "Lender").
WHEREAS
(a)In accordance with the terms of the SPA, the Lender sold the 88,431 ordinary shares having a par value of EUR 25 each constituting the entire issued share capital of the Company to the Borrower in consideration for an amount of USD 63,000,000.
(b)In order to support and facilitate Completion, the Lender has agreed to grant a vendor loan in an amount of USD 35,000,000 to the Borrower, in accordance with the terms of this Agreement.
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1.Definitions and interpretation
1.1.Recitals
The recitals (a) through (b) are an integral part hereof.
1.2.Definitions
Terms not otherwise defined herein, including in the preamble and the recitals hereto shall have the meaning given to them in the SPA or in the Finance Documents and, in addition unless the contrary intention appears or the context otherwise requires:
“Agreement” means this vendor loan agreement.
“Applicable Rate” means 6.0 per cent. per annum.
“Authorisation” means any authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration.
“Bank Facility” means any credit facility, loan agreement or other financing arrangement entered into (or to be entered into) by the Borrower and/or the Company with one or more banks or financial institutions solely for the purposes of the financing or refinancing by the Borrower’s and/or the Company’s of the acquisition costs of the Company, including any related hedging, ancillary or guarantee facility, and any amendment, restatement, supplement, extension, refinancing or replacement thereof.
“Bank Security” means any Security Interest granted (or to be granted) by any Transaction Obligor in favor of or for the benefit of any lender, agent or security agent under
any Bank Facility.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in the Grand Duchy of Luxembourg and in the Federal Republic of Germany.
“Company” means B Medical Systems S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 17 Op der Héi, L-9809 Hosingen, Grand Duchy of Luxembourg, and registered with the RCS under number B91535.
“Default” means an Event of Default, or an event or circumstance specified in Clause 10 (Events of default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default.
“Default Interest” means the default interest payable on any overdue amount under this Agreement and calculated in accordance with Clause 5.
“Effective Date” has the meaning ascribed to this term in Clause 3.
“Finance Documents” means this Agreement, the Security Agreement and any other document designated as such by the Parties.
“Financial Indebtedness” means any indebtedness for or in respect of:
(a)moneys borrowed;
(b)any acceptance under any acceptance credit facility (including any dematerialised equivalent);
(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)any lease, hire purchase contract or other agreement which would, in accordance with generally accepted accounting principles in Luxembourg, be treated as a finance or capital lease;
(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value will be taken into account);
(g)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
(h)the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where (i) the advance or deferred payment is arranged primarily as a method of raising finance or of financing the acquisition or the construction of that asset or service or (ii) is due to be made more than six (6) months before or after the date of acquisition or supply;
(i)any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or
(j)any guarantee, indemnity or similar assurance against financial loss of any person.
“Financial Statements” means:
(a)in respect of the Borrower, the most recent draft management accounts for the financial year ended 31 December 2025 available as of the Effective Date, certified as true and complete by any two (2) managers of the Borrower, including at least one (1) class B manager; and
(b)in respect of the Company, the audited financial statements for the financial year ended 30 September 2025.
“Insolvency Regulation” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended.
“Interest” means the interest payable on the Loan Amount and calculated in accordance with Clause 4.
“Loan” means the loan in an amount equal to the Loan Amount granted by the Lender to the Borrower under this Agreement.
“Loan Amount” means the aggregate principal amount of the Loan being USD 35,000,000.
“Maturity Date” means the date falling three (3) months after the Effective Date, or any other prior date as may be agreed between the Lender and the Borrower.
“Material Adverse Effect” means a material adverse effect on:
(a)the business, assets, prospects or financial condition of the Borrower;
(b)the ability of any Transaction Obligor to perform its obligations under any Finance Document;
(c)the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to, any Finance Document; or
(d)any right or remedy of the Lender in respect of a Finance Document.
“Party” means a party to this Agreement.
“Security Agreement” means the Luxembourg law governed share pledge agreement dated on or about the date hereof between the Borrower as pledgor, the Lender as pledgee and the Company as such.
“Security Interest” means a mortgage (hypothèque), pledge (nantissement), privilege (privilège), reservation of title arrangement (droit de rétention), real security (sûreté réelle), promissory mortgage, pledge or real security (promesse) and any transfer by way of security (transfert à titre de garantie), as well as any agreement or arrangement having a similar effect.
“SPA” means the Luxembourg law governed sale and purchase agreement dated 23 December 2025 entered into between Azenta Germany GmbH as seller and Thelema as
buyer.
“RCS” means the Trade and Companies Register (Registre de Commerce et des Sociétés) of Luxembourg.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under this Agreement.
“Transaction Obligor” means any of the Borrower or the Company.
1.3.Construction
(a)Clause headings are inserted for convenience of reference only and shall be ignored in the construction of this Agreement. “Clauses”, “Paragraphs” and “Schedules” shall be construed as references to clauses and paragraphs of, and schedules to, this Agreement (as applicable).
(b)Words importing the singular shall include the plural and vice-versa; any gender shall include the other genders.
(c)"Including" and "in particular" shall not be construed restrictively but shall mean respectively "including, without prejudice to the generality of the foregoing" and "in particular, but without prejudice to the generality of the foregoing".
(d)A "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, joint venture, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing.
(e)"Variation" includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and "vary" and "varied" shall be construed accordingly.
(f)"Writing" includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Agreement to be signed and "written" has a corresponding meaning.
(g)References to a document in this Agreement are references to such document as varied. References to this Agreement or to any other document (including the SPA and the other Finance Documents) include references to this Agreement or such other document as varied in any manner from time to time, even if changes are made to the composition of the Parties or such other document or to the nature or amount of any loans made available under such other document.
(h)A provision of law is a reference to that provision as amended and/or restated and includes any subordinate legislation.
(i)The "Borrower" or the "Lender" or any references to a Party, shall be construed so as to include its successors in title, permitted assigns and permitted transferees.
(j)A Default (other than an Event of Default) is “continuing” if it has not been remedied or
waived and an Event of Default is "continuing" if it has not been waived.
2.Loan
2.1.The Lender shall make the Loan available to the Borrower on the Effective Date.
2.2.Unless the Loan has been terminated earlier in accordance with this Agreement, the Loan shall have a fixed term and shall terminate on the Maturity Date.
3.Conditions precedent
This Agreement will be effective on the date on which the Lender notifies the Borrower that he has received (or waived receipt of) all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Lender (the “Effective Date”).
4.Interest
4.1.The Loan shall bear Interest at the Applicable Rate.
4.2.Interest shall accrue on the basis of the actual number of days elapsed and a year of 360 days.
4.3.The accrued Interest shall be paid in full by the Borrower to the Lender on the Maturity Date.
5.Default interest
5.1.If the Borrower fails to pay any amount payable by it under this Agreement on the Maturity Date, Default Interest will accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at the Applicable Rate plus a penalty of 2 per cent per annum.
5.2.Default Interest shall accrue on the basis of the actual number of days elapsed and a year of 360 days.
5.3.The accrued Default Interest will be immediately payable by the Borrower on demand by the Lender.
5.4.Without prejudice to Clause 5.3 and in accordance with Article 1154 of the Luxembourg Civil Code, unpaid Default Interest which has accrued for at least one (1) full year may be compounded with the overdue amount on which it has accrued and shall itself bear interest. Such compounding shall occur on each annual anniversary of the date on which Default Interest first became due, without the need for any further demand or request. Any such capitalised amount shall be immediately due and payable on demand by the Lender.
6.Repayment, prepayment and settlement
6.1.The Borrower shall repay the Loan Amount in full on the Maturity Date.
6.2.The Borrower may voluntarily prepay in full or in part the Loan Amount at any time subject to a notice period of five (5) Business Days (or such shorter period as the Parties may agree) without premium or penalty.
6.3.The Borrower shall repay / prepay the Loan either in cash or by any other means that might be agreed in writing between the Parties hereto.
6.4.Any amounts repaid or prepaid may not be re-borrowed.
7.Payments
7.1.All payments by the Borrower to the Lender under this Agreement shall be made in United States Dollar (USD), and in immediately available funds into the Lender's bank account as indicated by the Lender to the Borrower.
7.2.If the due date for any payment under this Agreement would otherwise fall on a day which is not a Business Day, such due date shall be extended to the next succeeding Business Day.
7.3.All payments to be made by the Borrower to the Lender under this Agreement will be calculated and be made without (and free and clear of any deduction for) set-off (including, for the avoidance of doubt, legal set-off) or counterclaim.
7.4.All payments to be made by the Borrower to the Lender under this Agreement shall be paid without any Tax Deduction unless such Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the Borrower shall pay to the Lender (in addition to the payment to which the Tax Deduction relates) such additional amount as will ensure that, after the making of such Tax Deduction, the Lender receives and retains (free from any liability in respect of such Tax Deduction) a net amount equal to the sum which it would have received and so retained if no Tax Deduction had been made or required to be made.
8.Representations, warranties and covenants of the Transaction Obligors
8.1.Representations and Warranties
The Borrower hereby represents and warrants to the Lender as at the date of this Agreement and on the Effective Date, in respect of each Transaction Obligor (unless a representation or warranty is expressed to apply only to a specific Transaction Obligor), that:
(a)it is a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing under the law of its jurisdiction of the Grand Duchy of Luxembourg;
(b)the obligations expressed to be assumed by it in the Finance Documents to which it is a
party are legal, valid, binding and enforceable obligations;
(c)the entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not conflict with:
(i)any law or regulation applicable to it;
(ii)its articles of association; or
(iii)any agreement or instrument binding upon it or any of its assets;
(d)it has the power to enter into and perform, and has taken all necessary action to authorise its entry into and performance of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents;
(e)no limits on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party;
(f)all Authorisations required or desirable:
(i)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and
(ii)to make the Finance Documents to which it is a party admissible in evidence in the Grand Duchy of Luxembourg,
have been obtained or effected and are in full force and effect;
(g)no Event of Default and no Default is continuing or might reasonably be expected to result from its entry into of, or the performance of any transaction contemplated by, any Finance Document to which it is a party;
(h)no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency has been started or threatened against the Borrower;
(i)for the purposes of Insolvency Regulation, its centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) coincides with the place of its registered office (siège statutaire) and it has no "establishment" (as that term is used in Article 2(10) of the Insolvency Regulation) outside the Grand Duchy of Luxembourg;
(j)the Borrower complies with all the provisions of the Luxembourg law of 31 May 1999 governing the domiciliation of companies, as amended, and all related regulations;
(k)the Security Agreement:
(i)has or will have first ranking priority and the assets subject to the Security Agreement are not subject to any prior ranking or pari passu ranking Security Interest; and
(ii)validly creates the Security Interest which is expressed to be created by the Security Agreement;
(l)its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally;
(m)there has been no material adverse change in the Borrower’s financial condition since the date to which the Financial Statements were drawn up; and
(n)all information supplied by the Borrower (or on its behalf) to the Lender in connection with the Finance Documents was true and accurate in all material respects as at the date it was provided or as at the date at which it is stated to be given.
8.2.Covenants
The Borrower hereby undertakes that during the subsistence of this Agreement, each Transaction Obligor will:
(a)comply in all respects with all laws to which it may be subject insofar as the Finance Documents are concerned;
(b)not deliberately cause or permit its centre of main interests to be outside the Grand Duchy of Luxembourg, nor cause or permit to exist an “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any jurisdiction other than in the Grand Duchy of Luxembourg.
(c)not sell, assign, transfer, dispose of, create or allow to exist any Security Interest over the whole or any part of its assets, other than (i) those created under the Security Agreement,
(ii) any Bank Security and (iii) in respect of the Company only, any lien arising by operation of law in the ordinary course of business and not as a result of any default or omission by the Company;
(d)ensure that (i) no amendment and/or restatement is made to the articles of association of any Transaction Obligor in any way that would affect the Lender’s rights under the Finance Documents, and (ii) no amalgamation, demerger, merger or corporate reconstruction is entered into in respect of any Transaction Obligor, in each case except to the extent required by any Bank Facility;
(e)not declare, make or pay any dividend, premium, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) or redeem, repurchase or repay any of its share capital or resolve to do so;
(f)not incur or allow to remain outstanding any Financial Indebtedness, other than Financial Indebtedness arising under any Bank Facility;
(g)promptly upon becoming aware of its occurrence, notify the Lender of any Default (and the steps, if any, being taken to remedy it); and
(h)promptly upon becoming aware of its occurrence, notify the Lender if any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect, such notification to include reasonable details of the relevant event or circumstance and the steps, if any, being taken or proposed to be taken to address or mitigate it.
9.Undertaking of the Lender
The Lender undertakes, at the Borrower's costs and expenses in accordance with Clause 12, to cooperate with the Borrower and the lender(s) under any Bank Facility in connection with the entry
into of such Bank Facility, including by (a) executing any intercreditor, subordination, priorities or release documentation reasonably required by such lender(s), (b) confirming in writing to such lender(s) that the Security Agreement and this Agreement will be released upon repayment in full of the Loan Amount and all accrued Interest, and (c) providing such other confirmations or certificates as such lenders may reasonably request for the purposes of such lender(s)’ credit approval process.
10.Events of default
Each of the events or circumstances set out in Clauses 10.1 to and including 10.8 is an Event of Default.
10.1.Non-payment
A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document to which it is a party in the manner and at the place and in the currency in which it is expressed to be payable, unless:
(a)its failure to pay is caused by:
(i)administrative or technical error; or
(ii)a disruption to the payment or communications systems which are required to operate in order for payments to be made under such Finance Document (or otherwise in order for the transactions contemplated by such Finance Document to be carried out), provided that the disruption is not caused by, and is beyond the control of, such Transaction Obligor; and
(b)payment is made within seven (7) Business Days of the earlier of (i) the Lender giving notice to the Borrower of the failure to pay and (ii) such Transaction Obligor becoming aware of the failure to pay.
10.2.Breach of obligations
(a)A Transaction Obligor does not comply with any provision of the Finance Documents to which it is a party.
(b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within seven (7) Business Days of the earlier of
(i) the Lender giving notice to the Borrower of the failure to comply and (ii) such Transaction Obligor becoming aware of the failure to comply.
10.3.Misrepresentation
Any representation, warranty or statement made or deemed to be made by a Transaction Obligor in the Finance Documents to which it is a party or in any other document delivered by or on behalf of any Transaction Obligor under or in connection with such Finance Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless the circumstances giving rise to the misrepresentation, breach of warranty or misstatement:
(a)are capable of remedy; and
(b)are remedied within seven (7) Business Days of the earlier of (i) the Lender giving notice of the misrepresentation, breach of warranty or misstatement to the Borrower and (ii) such Transaction Obligor becoming aware of the misrepresentation, breach of warranty or misstatement.
10.4.Cross-default
(a)Any Financial Indebtedness of the Borrower is not paid when due.
(b)Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described).
(c)Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of such Transaction Obligor as a result of an event of default (however described).
(d)Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of such Transaction Obligor due and payable before its specified maturity as a result of any event of default (however described).
10.5.Insolvency
(a)A Transaction Obligor is in state of cessation of payment (cessation de paiements) or has lost its creditworthiness (ébranlement de crédit).
(b)A Transaction Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
(c)A moratorium is declared in respect of any indebtedness of any Transaction Obligor.
10.6.Insolvency proceedings
Except as provided below, any corporate action, legal proceedings or other procedure or step is taken in respect of any Transaction Obligor in relation to:
(a)a bankruptcy (faillite) pursuant to Articles 437 ff. of the Luxembourg Commercial Code;
(b)a suspension of payments (sursis de paiement) pursuant to Article 593 of the Luxembourg Commercial Code;
(c)a court-ordered liquidation (liquidation judiciaire) pursuant to Article 1200-1 of the Luxembourg law of 10 August 1915 on commercial companies, as amended;
(d)an administrative dissolution without liquidation (dissolution administrative sans liquidation) under Luxembourg law of 28 October 2022 on administrative dissolution without liquidation;
(e)a discussion with the Ministre ayant l’Économie dans ses attributions and the Ministre ayant les Classes Moyennes dans ses attributions, conciliation, conservatory measures (mesures conservatoires), a reorganisation by mutual agreement (réorganisation par accord amiable) or a judicial reorganisation (réorganisation judiciaire) under Luxembourg law of 7 August 2023 on business preservation and modernisation of bankruptcy law;
(f)the appointment of any commissaire, juge-commissaire, curateur, liquidateur, conciliateur d’entreprise, juge délégué, administrateur provisoire, receiver, administrator, administrative receiver, interim administrator, conservator, custodian, trustee in bankruptcy, court-appointed liquidator or similar officeholder in respect of such Transaction Obligor or any of its assets;
(g)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor other than a solvent liquidation or reorganisation of any Transaction Obligor;
(h)a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;
(i)enforcement of any Security Interest over any assets of the Company or the shares held by the Borrower in the Company; or
(j)any other analogous process, procedure or step in respect of any Transaction Obligor under any applicable law.
10.7.Creditors' process
(a)Any expropriation, attachment, sequestration, distress, execution or analogous event (including saisie conservatoire) affects any assets of any Transaction Obligor, having an aggregate value of at least USD 500,000 (or its equivalent in other currencies) and is not discharged within thirty (30) calendar days.
(b)For the avoidance of doubt, the occurrence of a saisie exécutoire is not capable of remedy.
10.8.Material adverse change
Any event or series of events occurs which has or is reasonably likely to have a Material Adverse Effect.
10.9.Acceleration
If an Event of Default is continuing, the Lender may:
(a)upon five (5) Business Days’ notice to the Borrower:
(i)declare that all or part of the Loan, together with accrued Interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable; and/or
(ii)declare that all or part of the Loan, together with accrued Interest, and all other amounts accrued or outstanding under the Finance Documents be payable on demand by the Lender; and/or
(b)without formal notice (mise en demeure) and any judicial or extra judicial step, exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.
11.Currency conversion
11.1.Any payment to be made by the Borrower under the Agreement shall be made in United States Dollars (USD).
11.2.The Lender shall apply a market rate of exchange for the purpose of any currency conversion.
11.3.If the Lender has received a payment under this Agreement in a currency other than United States Dollars (USD) and must convert this payment, the Borrower shall indemnify the Lender, on demand, for any loss resulting from the difference in exchange rates between the date of conversion and the date on which the payment is received in the other currency, as well as for any fees (including legal fees, Taxes and any other charges) connected with this conversion.
12.Costs, expenses and indemnities
12.1.Transaction expenses
The Borrower must pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the negotiation, preparation, printing and execution of this Agreement, any other Finance Documents and any other documents referred to in this Agreement, up to a maximum “all in” amount of EUR 30,000 (excluding VAT).
12.2.Amendment costs
If an amendment is required or expressly contemplated under a Finance Document, the Borrower must reimburse the Lender for the amount of all costs and expenses (including legal fees) incurred by the Lender in responding to, evaluating, negotiating or complying with that request or amendment.
12.3.Enforcement costs
The Borrower must pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with (a) the enforcement of, or the preservation of any rights under, any Finance Document and (b) any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document.
12.4.Indemnities
(a)The Borrower must indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:
(i)the occurrence of any Event of Default;
(ii)the Loan (or part of the Loan) not being repaid in accordance with this Agreement;
(iii)investigating any event which the Lender reasonably believes to be a Default; or
(iv)acting or relying on any notice, request or instruction which the Lender reasonably believes to be genuine, correct and appropriately authorised.
(b)The Borrower's liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any Loan or any other amount payable under this Agreement, provided that this Clause 12.4(b) shall not apply to any voluntary prepayment made by the Borrower in accordance with Clause 6.2.
13.Liability to perform
13.1.The Lender shall not be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the rights under this Agreement, except in the case of gross negligence (faute lourde) or wilful misconduct (faute dolosive).
13.2.For the avoidance of doubt, the Lender shall not be liable for any loss or damage suffered by the Borrower in connection with this Agreement, save in respect of such loss or damage which is suffered as a result of gross negligence (faute lourde) or wilful misconduct (faute dolosive).
14.Waivers and remedies cumulative
14.1.Waivers
No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof or prejudice any other or further exercise by the Lender of any of its rights or remedies under this Agreement. No waiver of any of the terms hereof shall be effective unless in writing signed by the Lender. Any waiver may be on such terms as the Parties reasonably see fit.
14.2.Remedies cumulative
The rights, powers and discretions of the Lender under this Agreement are additional to and not exclusive of those provided by law or by any other agreement with the Lender.
15.Notices
15.1.Communications in writing
Any communication to be made under this Agreement must be made in writing and, unless otherwise stated, may be made by e-mail, fax or letter.
15.2.Notice details
(a)The address, fax number and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement are as follows:
(i)The contact details of the Borrower for this purpose are:
Address: 63 rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg Attention: Luc Provost
Email: 
(ii)The contact details of the Lender for this purpose are:
Address: Im Leuschnerpark 1 B, 64347 Griesheim, Federal Republic of
Germany
Attention: Andrew Mulkerin; Ephraim Starr
Email:
(b)Any Party may change its contact details by giving three (3) Business Days' notice to the other Party.
15.3.Delivery
(a)Except as provided below, any communication made or delivered by one Party to another under or in connection with this Agreement will only be effective:
(i)if by way of fax, when received in legible form; or
(ii)if by way of letter, when it has been left at the relevant address or three (3) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, or
(iii)if by way of e-mail, only when actually received in readable form and in the case of any electronic communication made by the Borrower to the Lender only if it is addressed in such a manner as the Lender may specify for this purpose;
and, if a particular department or officer is specified as part of its address details provided under Clause 15.2 (Notice details), if addressed to that department or officer.
(b)Any communication or document which would become effective, in accordance with Clause 15.3(a), after 5:00 p.m. in the place of receipt or in the place in which the Party to whom the email is sent or made available has its postal address, shall be deemed only to become effective on the following day.
(c)Any communication or document which would become effective, in accordance with Clause 15.3(a), on a day which is not a Business Day in the place of receipt or in the place in which the Party to whom the email is sent or made available has its postal address, shall be deemed only to become effective on the next Business Day.
16.Changes to the Parties
16.1.None of the Parties may assign, transfer or novate any of its rights or obligations under this Agreement, other than with the prior written consent of the other Party.
16.2.Any assignment, transfer or novation of all or any part of its rights or obligations under this Agreement by the Lender to any person shall be enforceable against the Borrower pursuant to the provisions of article 1690 of the Luxembourg Civil Code. References to the Lender shall be deemed to include any assignee or transferee or successor thereof.
16.3.This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Lender. References to the Lender shall be deemed to include any assignee or successor in title of the Lender and any person who has assumed the rights and obligations of the Lender under this Agreement or to which under such laws the same have been transferred or novated or assigned in any manner.
16.4.The Borrower hereby expressly accepts and confirms, for the purposes of articles 1278 and 1281 of the Luxembourg Civil Code, that notwithstanding any assignment, transfer
and/or novation permitted under, and made in accordance with the provisions of this Agreement or any other Finance Document, any Security Interest or guarantee created under any Finance Document shall be preserved for the benefit of any assignee or transferee or successor of the Lender.
17.Amendments and severability
17.1.Amendments
This Agreement may be amended or waived only with the prior consent in writing of the Parties and any such amendment or waiver will be binding on all Parties.
17.2.Severability
If any provision of this Agreement is or becomes prohibited, unenforceable or void in any jurisdiction, this shall not affect the validity or enforceability of any other provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction, but to the extent only as permitted by applicable law. The Parties shall in such case negotiate in good faith to replace the prohibited or unenforceable provision with a provision ensuring the same effect.
18.Governing law and jurisdiction
18.1.Governing law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Luxembourg law.
18.2.Jurisdiction
Any dispute arising in connection with the Agreement shall be submitted to the non-exclusive jurisdiction of the "Tribunal d’Arrondissement de et à Luxembourg" and, generally, of the courts of Luxembourg.
19.Counterparts
This Agreement may be executed in any number of counterparts all of which together shall constitute one and the same agreement.
[Signature pages follow]
Signature page Vendor loan agreement
BORROWER
Thelema
Name: Luc Provost
Title: Authorised signatory
Signature page Vendor loan agreement
LENDER
Azenta Germany GmbH
Name: Andrew Mulkerin Title: Director
SCHEDULE 1 CONDITIONS PRECEDENT
1.CORPORATE DOCUMENTATION
(a)A copy of the up-to-date articles of association of each Transaction Obligor.
(b)A copy of a resolution of the board of managers of each Transaction Obligor:
(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(c)A copy of an excerpt and of a negative certificate (certificat de non inscription d'une décision judiciaire ou de dissolution administrative) pertaining to each Transaction Obligor, each issued by the RCS as at a date no earlier than the Effective Date.
(d)A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above.
(e)A certificate of an authorised signatory of each Transaction Obligor certifying that each copy document specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the Effective Date.
2.FINANCE DOCUMENTS
(a)The Security Agreement duly entered into by each party thereto.
(b)A copy of the register of shareholders of the Borrower reflecting the registration of the Security Agreement.
3.LEGAL OPINIONS
A legal opinion of AOS, legal advisers to each Transaction Obligor in Luxembourg, substantially in the form distributed to the Lender before signing this Agreement and addressed to the Lender.
4.OTHER DOCUMENTS AND EVIDENCE
(a)A copy of the support letter confirming that the Bank Facility has been approved by the credit committees of the lender(s) under such Bank Facility.
(b)A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
(c)A copy of the Financial Statements of each Transaction Obligor.
(d)Evidence that all costs and expenses then due and payable from the Borrower under this Agreement have been or will be paid by the Effective Date.
Execution version
Share pledge agreement
between Thelema
as Pledgor
and
Azenta Germany GmbH
as Pledgee
and
B Medical Systems S. à r.l.
as Company
1 July 2026
In accordance with Item 601(a)(6) of Regulation S-K, private information has been redacted as indicted in this exhibit.
Table of contents
| 1. | Definitions and interpretation.................................................................................................................... | 2 | ||||||
| 2. | Pledge............................................................................................................…..................................... | 5 | ||||||
| 3. | Perfection of the Pledge..................................................................................…..................................... | 5 | ||||||
| 4. | Effectiveness of the Pledge...................................................................................................................... | 6 | ||||||
| 5. | Representations, warranties and covenants....................................................…..................................... | 7 | ||||||
| 6. | Voting rights and dividends....................................................................................................................... | 9 | ||||||
| 7. | Delegation and power of attorney............................................................................................................. | 10 | ||||||
| 8. | Enforcement of the Pledge....................................................................................................................... | 11 | ||||||
| 9. | Application of proceeds and release of Pledge........................................................................................ | 12 | ||||||
| 10. | Currency conversion................................................................................................................................. | 12 | ||||||
| 11. | Costs, expenses and indemnities............................................................................................................. | 13 | ||||||
| 12. | Liability to perform.................................................................................................................................... | 13 | ||||||
| 13. | Waivers and remedies cumulative............................................................................................................ | 13 | ||||||
| 14. | Notices...................................................................................................................................................... | 14 | ||||||
| 15. | Changes to the Parties............................................................................................................................. | 14 | ||||||
| 16. | Amendments and severability................................................................................................................... | 14 | ||||||
| 17. | Governing law and jurisdiction.................................................................................................................. | 15 | ||||||
| 18. | Counterparts............................................................................................................................................. | 15 | ||||||
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This share pledge agreement is made on 1 July 2026.
BETWEEN THE UNDERSIGNED
1.Thelema, a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing under the laws of Grand Duchy of Luxembourg, with its registered office at 63 rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (the "RCS") under number B299803, as pledgor (the "Pledgor"),
2.Azenta Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) duly incorporated and validly existing under the laws of the Federal Republic of Germany, with its registered office at Im Leuschnerpark 1 B, 64347 Griesheim, Federal Republic of Germany, registered with the commercial register of the Local Court of Darmstadt under number HRB 85666, as pledgee (the "Pledgee"), and
3.B Medical Systems S.à r.l., a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing under the laws of Grand Duchy of Luxembourg, with its registered office at 17 Op der Héi, L-9809 Hosingen, Grand Duchy of Luxembourg, and registered with the RCS under number B91535, as company (the "Company" and together with the Pledgor and the Pledgee, the "Parties").
WHEREAS
(a)The Pledgor is the sole owner of the corporate units (parts sociales) in the Company, representing 100 per cent of the corporate units (parts sociales) issued by the Company as of the date hereof.
(b)The Parties enter into this Agreement in connection with a Luxembourg law governed vendor loan agreement dated on or about the date hereof between the Pledgee as lender and the Pledgor as borrower (the "Vendor Loan Agreement").
(c)The Pledgor has agreed to grant a pledge over the Shares (as defined below) to the Pledgee to secure the Secured Liabilities (as defined below) in accordance with the terms of this Agreement.
(d)This Agreement is a Finance Document for the purposes of the Vendor Loan Agreement.
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1.Definitions and interpretation
1.1.Recitals
The recitals (a) through (d) are an integral part hereof.
1.2.Definitions
Terms not otherwise defined herein, including in the preamble and the recitals hereto shall have the meaning given to them in the Vendor Loan Agreement and, in addition unless the
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contrary intention appears or the context otherwise requires:
"Agreement" means this share pledge agreement.
"Enforcement Event" means an Event of Default which is continuing and (a) in the case of an Event of Default which is capable of remedy, which has not been remedied within the relevant remedy period provided for under clause 10 (Events of Default) of the Vendor Loan Agreement, or (b) in the case of an Event of Default which is not capable of remedy, in respect of which ten (10) Business Days have elapsed from the earlier of (i) the Lender giving notice of the occurrence of such Event of Default to the Borrower and (ii) the relevant Transaction Obligor becoming aware of the occurrence of such Event of Default.
"Financial Collateral Law" means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.
"Pledge" means the first ranking pledge (gage de premier rang) over the Pledged Assets created pursuant to this Agreement in accordance with its terms and conditions.
"Pledged Assets" means the Shares and the Related Assets pledged hereunder.
"Related Assets" means all future dividends, and all interests and other monies remaining payable to the Pledgor in respect of the Shares and all other rights, benefits and proceeds in respect of or derived from the Shares (whether by way of redemption, bonus, preference, option, substitution, conversion, disposal or otherwise).
"Rights of Recourse" means all and any rights, actions and claims the Pledgor may have against any other Transaction Obligor and arising under or pursuant to the enforcement of the present Pledge including without limitation, the Pledgor's right of recourse against any such entity under the terms of Articles 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation (such as for instance any right of recourse under Article 1251 of the Luxembourg Civil Code) or any other similar right, action or claim under any applicable law.
"Shareholders' Register" means the register maintained and kept at the registered office of the Company for recording the holders of the Shares.
"Shares" means the entire issued share capital of the Company from time to time, being at the date of this Agreement, 88,431 corporate units (parts sociales) of EUR 25 each in the Company, representing together 100% of the corporate units (parts sociales) issued by the Company, owned at the date hereof by, to the order or on behalf of the Pledgor at any time, including any corporate units (parts sociales) in the Company which may be issued to the Pledgor from time to time after the date hereof, regardless of the reason for such issuance (the "Future Shares"), in which case such number of Future Shares shall immediately be and become subject to the security interest created hereunder.
“Secured Liabilities” means all present and future obligations, liabilities and sums
3 | ||
(whether in principal, interest or other, in any currency or currencies, whether actual or contingent, whether owed jointly or severally or in any other capacity whatsoever and whether due at their stated maturity or earlier as a result of an acceleration) owing, borrowed or otherwise incurred by any Transaction Obligor to the Lender under or in accordance with the Finance Documents, as extended, decreased, amended, restated or supplemented from time to time.
1.3.Construction
(a)Clause headings are inserted for convenience of reference only and shall be ignored in the construction of this Agreement. Clauses, Paragraphs and Schedules shall be construed as references to clauses and paragraphs of, and schedules to, this Agreement (as applicable).
(b)Words importing the singular shall include the plural and vice-versa; any gender shall include the other genders.
(c)"Including" and "in particular" shall not be construed restrictively but shall mean respectively "including, without prejudice to the generality of the foregoing" and "in particular, but without prejudice to the generality of the foregoing".
(d)A "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, joint venture, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing.
(e)"Variation" includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and "vary" and "varied" shall be construed accordingly.
(f)"Writing" includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Agreement to be signed and "written" has a corresponding meaning.
(g)References to a document in this Agreement are references to such document as varied. References to this Agreement or to any other document (including the Vendor Loan Agreement and the other Finance Documents) include references to this Agreement or such other document as varied in any manner from time to time, even if changes are made to the composition of the Parties or such other document or to the nature or amount of any loans made available under such other document.
(h)A provision of law is a reference to that provision as amended and/or restated and includes any subordinate legislation.
(i)Any reference to the "Pledgor", the "Pledgee", a “Party” or a “Transaction Obligor” shall be construed so as to include its successors in title, permitted assigns and permitted transferees.
(j)Unless provided to the contrary herein, the principles of construction as set out in Clause
1.3 (Construction) of the Vendor Loan Agreement shall apply to this Agreement except that references to the Vendor Loan Agreement therein shall be construed as references to this Agreement.
(k)The Company acknowledges and confirms that it has received a copy of the Vendor Loan
4 | ||
Agreement and is fully aware of its terms.
2.Pledge
2.1.The Pledgor hereby irrevocably and unconditionally grants the Pledge in favour of the Pledgee over the Pledged Assets for the payment and discharge in full of all the Secured Liabilities and the Pledgee hereby accepts the Pledge.
2.2.The Pledge shall also cover any future extension of the Secured Liabilities.
2.3.For the avoidance of doubt, the Pledgor and the Pledgee agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledge created hereunder by operation of law upon the transfer or assignment including by way of assumption of all or part of the Secured Liabilities.
3.Perfection of the Pledge
3.1.The Pledge shall, by virtue of the execution of this Agreement, be acknowledged and accepted by the Company and thereby perfected in accordance with Article 5 of the Financial Collateral Law.
3.2.The Pledge shall furthermore be recorded immediately after the execution of this Agreement in the Shareholders' Register and a copy of the relevant pages of the Shareholders' Register showing that the Pledge over the Shares has been duly recorded shall be provided to the Pledgee on the date of this Agreement. The wording of the registration shall be as follows:
"Pursuant to and in accordance with the share pledge agreement dated [date] 2026 (the "Pledge Agreement"), the Pledged Assets, which term includes all the corporate units (parts sociales) of the Company owned from time to time by Thelema, and in particular the 88,431 corporate units (parts sociales) owned on the date of the present registration, have been pledged in favour of Azenta Germany GmbH, to secure the payment of the Secured Liabilities (all capitalised terms having the meaning given to them in the Pledge Agreement)."
3.3.In this respect, (i) the Pledgor hereby instructs and appoints each manager of the Company, acting individually, with full power of substitution, and (ii) the Company undertakes to:
(a)record the Pledge in the Shareholders' Register, and
(b)deliver to the Pledgee a copy of the relevant pages of the Shareholders' Register showing that the Pledge over the Shares has been duly recorded.
3.4. Without prejudice to the above provisions and to Clause 7 (Delegation and Power of Attorney), the Pledgor hereby irrevocably authorises and empowers the Pledgee to cause any formal steps to be taken for the purpose of perfecting the present Pledge and, for the avoidance of doubt, the Pledgor hereby irrevocably undertakes to take any such steps itself
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if so requested in writing by the Pledgee. In particular, should any such steps be required in relation to Future Shares, the Pledgor and the Company undertake to take any such steps immediately upon issuance or receipt of Future Shares and, in case of the Pledgor, to instruct the Company to take any such steps.
4.Effectiveness of the Pledge
4.1.The Pledge shall be a continuing first ranking pledge and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Liabilities or by reason of there being at any time no Secured Liabilities then owing. It shall remain in full force and effect until released in accordance with Clause 9.2 (Pledge Release).
4.2.The Pledge shall be cumulative, in addition to and independent of every other security or security interest which the Pledgee may at any time hold as security for the Secured Liabilities or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Pledgee may now or at any time in the future have in respect of the Secured Liabilities.
4.3.The Pledgor shall not be entitled to require the release of the Pledge until the Secured Liabilities have been entirely and definitively repaid in full.
4.4.Neither the obligations of the Pledgor contained in this Agreement nor the rights, powers and remedies conferred upon the Pledgee by this Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
(a)any change, amendment, restatement or supplement whatsoever to, or any variation or waiver of, any obligation of any of the Secured Liabilities; or
(b)any failure to take, or fully to take, any security contemplated by the Finance Documents or otherwise agreed to be taken in respect of any of the Secured Liabilities; or
(c)any failure to realise or to fully realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of any of the Secured Liabilities; or
(d)any other act, event or omission which, but for this Clause 4 (Effectiveness of the Pledge), might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Agreement and/or the rights, powers and remedies conferred upon the Pledgee by this Agreement, this Pledge or by law.
4.5.For the avoidance of doubt, the Pledgor hereby waives any rights (if any) it may have of first requiring the Pledgee to proceed against or claim payment from any other person or enforce any guarantee or security before enforcing this Pledge.
4.6.Neither the Pledgee nor any of its agents shall be liable by reason of taking any action permitted by this Agreement, except in the case of gross negligence or wilful misconduct upon its part.
4.7.Until all the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full, the Pledgor shall not by virtue of any payment made, security realised,
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or monies received hereunder:
(a)be subrogated to any rights, security or monies held, received or receivable by the Pledgee or be entitled to any right of contribution or indemnity, or
(b)to the extent admitted by law, claim, rank or prove as a creditor of the Company in competition with the Pledgee.
5.Representations, warranties and covenants
5.1.Representations and Warranties
Each of the Pledgor and the Company (unless a representation or warranty is expressed to apply only to the Pledgor or the Company) hereby represents and warrants to the Pledgee as at the date hereof and on the Effective Date, that:
(a)it is a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing under the law of its jurisdiction of the Grand Duchy of Luxembourg;
(b)the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations;
(c)the entry into and performance by it of, and the transactions contemplated by, this Agreement do not conflict with: (i) any law or regulation applicable to it; (ii) its articles of association; or (iii) any agreement or instrument binding upon it or any of its assets;
(d)it has the power to enter into and perform, and has taken all necessary action to authorise its entry into and performance of, this Agreement and the transactions contemplated by this Agreement;
(e)no Event of Default or Default in its respect is continuing or might reasonably be expected to result from its entry into of, or the performance of any transaction contemplated by, this Agreement;
(f)no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency has been started or threatened against the Pledgor;
(g)for the purposes of the Insolvency Regulation, its centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) coincides with the place of its registered office (siège statutaire) and it has no "establishment" (as that term is used in Article 2(10) of the Insolvency Regulation) outside the Grand Duchy of Luxembourg;
(h)its central administration (administration centrale), within the meaning of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is located within the Grand Duchy of Luxembourg;
(i)the Pledgor complies with all the provisions of the Luxembourg law of 31 May 1999 governing the domiciliation of companies, as amended, and all related regulations;
(j)the Pledge is not liable to be avoided or otherwise set aside on the liquidation or insolvency of the Pledgor or the Company (as applicable) or otherwise;
(k)the Pledge constitutes a valid first ranking pledge (gage de premier rang) over the Pledged
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Assets and there is no right of set-off or similar rights in respect of the Pledged Assets in favour of any other person;
(l)in respect of this Agreement and the transactions contemplated thereby, (i) it entered into the same in good faith and for the purpose of carrying out its business, (ii) it entered into the same on arm’s length commercial terms, (iii) it entered into the same without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction, and (iv) the entry into this Agreement and the performance of any rights and obligations thereunder are in its best corporate interests;
(m)the Shares are not (and none of the Shares is) subject to any options to purchase or to sell or warrants or similar rights of any person;
(n)the Pledgor has not sold, transferred, lent, assigned, parted with its interest in, disposed of, pledged or in any way encumbered, granted any option in respect of or otherwise dealt with any of its right, title and interest in the Pledged Assets, or agreed to do any of the foregoing (other than pursuant to this Agreement);
(o)the Pledgor has not renounced (or agreed to renounce) to exercise the voting rights and other rights attaching to all or part of the Shares (other than pursuant to this Agreement);
(p)the capital of the Company amounts to EUR 2,210,775 represented by 88,431 corporate units (parts sociales) with a nominal value of EUR 25 each, which corporate units (parts sociales) have been validly issued and subscribed by the Pledgor;
(q)the Company has not issued any securities other than the Shares;
(r)the Company has not suspended the voting rights and other rights attaching to any of the Shares;
(s)the Shareholders' Register is maintained at the registered office of the Company;
(t)the Company has not declared any dividends in respect of the Shares that are still unpaid on the date of this Agreement; and
(u)the Shares are capable of being pledged, are freely transferable and are not subject to any other prohibition or restriction on the taking of security in respect thereof or which may affect the exercise by the Pledgee of its rights under this Agreement.
5.2.Covenants
Each of the Pledgor and the Company hereby undertakes that during the subsistence of this Agreement:
(a)it will not deliberately cause or permit its centre of main interests to be outside the Grand Duchy of Luxembourg, nor cause or permit to exist an “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any jurisdiction outside the Grand Duchy of Luxembourg;
(b)it will maintain its central administration (administration centrale), within the meaning of Luxembourg law of 10 August 1915 on commercial companies, as amended, within the Grand Duchy of Luxembourg;
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(c)it will not take or permit to be taken any action whereby the rights attaching to the Shares are diluted;
(d)the Pledgor will subscribe to all the increases in the share capital of the Company (if any);
(e)(i) no amendment and/or restatement is made to its articles of association in any way that would affect the Pledgor’s rights under the Finance Documents, and (ii) no amalgamation, demerger, merger or corporate reconstruction is entered into in respect of it, in each case except to the extent required by any Bank Facility;
(f)the Company will keep adequate records concerning the Pledged Assets and permit the Pledgee at any reasonable time and from time to time to examine and make copies and extracts from such records;
(g)it will take any action that is necessary from time to time to maintain and ensure the validity and perfection of the Pledge and not do or cause or permit to be done anything, which would be reasonably likely to, directly or indirectly, adversely affect the validity of the Pledge or its enforceability by the Pledgee, or which is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Pledge;
(h)it will not sell, assign, transfer, dispose of, create or allow to exist any Security Interest over the whole or any part of the Pledged Assets, other than (i) this created by this Agreement and (ii) any Bank Security;
(i)it will cooperate with the Pledgee and at its own cost sign or cause to be signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights, powers and remedies under this Agreement or as required by law;
(j)after the Pledgee has become entitled to enforce the Pledge pursuant to Clause 8 (Enforcement of the Pledge), (i) the Pledgor will promptly instruct the Company to, and the Company will promptly, direct any payment that could be made in respect of the Shares to the Pledgee and/or (ii) the Pledgor will promptly transfer to the Pledgee any and all Related Assets that it may have received contrary to the provisions of Clause 6.2;
(k)promptly upon becoming aware, it will inform the Pledgee of any distress, attachment, execution or other legal process commenced in respect of the Shares; and
(l)it will comply in all respects with all laws to which it may be subject insofar as this Agreement concerned.
6.Voting rights and dividends
6.1.Right to vote
(a)Prior to an Enforcement Event, the Pledgor shall remain the owners of the Shares and, accordingly, the Pledgor shall be entitled to exercise the rights attached to the Shares. The Pledgor shall not, without the previous consent in writing of the Pledgee, exercise their voting powers in respect of the Shares in any manner which would have a material adverse effect on the Pledge or would be inconsistent with the terms of the Vendor Loan Agreement. For the avoidance of doubt, the Pledgor shall be entitled, without the
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Pledgee's prior consent, to exercise its voting rights in respect of the Shares to approve any matter reasonably required for the entry into or performance of any Bank Facility.
(b)After the occurrence of an Enforcement Event, the Pledgee shall be entitled to exercise or direct the exercise of any rights attached to the Shares if it so elects. If the Pledgee has elected to exercise the rights attaching to the Shares, the Pledgor shall no longer be entitled to exercise such rights. After the occurrence of an Enforcement Event, the Pledgor undertakes as of such moment and at its own cost, to promptly transfer to the Pledgee any convening notice to any shareholders' meeting, as well as of the agenda thereof. Where there is no meeting of the shareholders of the Company, the Pledgor shall inform the Pledgee of any written resolution and not pass any resolution without the Pledgee's prior written consent. The Pledgor shall further do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Pledgee, including, without prejudice to the generality of the foregoing, to call or arrange for a call of a shareholders' meeting if so requested by the Pledgee.
6.2.Dividends
(a)Prior to an Enforcement Event, the Pledgor shall be entitled to receive and retain all Related Assets and to dispose of such assets to the extent permitted by the Vendor Loan Agreement.
(b)After the occurrence of an Enforcement Event, the Pledgee shall be entitled to receive all Related Assets and apply them towards any and all of the Secured Liabilities.
7.Delegation and power of attorney
7.1.Delegation
The Pledgee may delegate to any person or persons all or any of the powers, authorities and discretion, which are exercisable by it under this Agreement. A delegation under this paragraph may be made in any manner (including by power of attorney) in and on any terms (including power to sub-delegate), which the Pledgee may think fit. The Pledgee shall not be liable or responsible to the Pledgor for any loss or damage arising from any act, default, omission or misconduct on the part of any of its delegates or sub-delegates, except in the case of gross negligence or wilful misconduct on its part.
7.2.Power of attorney
(a)The Pledgor hereby appoints the Pledgee to be its attorney and in its name and on its behalf, to execute, deliver and perfect all documents and do all things that the Pledgee may consider to be requisite for (i) carrying out any obligation imposed on the Pledgor under this Agreement or (ii) exercising any of the rights conferred on the Pledgee by this Agreement or by law, (including (but not limited to), after the Pledge has become enforceable in accordance with Clause 8 (Enforcement of the Pledge), the exercise of any right as owner of the Shares).
(b)The Pledgee shall only be able to exercise the power of attorney granted in the preceding paragraph (i) after the Pledgee has become entitled to enforce the Pledge pursuant to
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Clause 8 (Enforcement of the Pledge) or (ii) if the Pledgor fails at any time to act in accordance with the terms of this Agreement.
(c)The Pledgor shall ratify and confirm all things done and all documents executed by the Pledgee in the proper and lawful exercise or purported exercise of that power of attorney in accordance with the terms thereof and under applicable law.
(d)This power of attorney is an integral part of this Agreement; it is granted for the sole benefit of the Pledgee and shall not terminate by virtue of bankruptcy or similar proceedings affecting the Pledgor or the Pledgee, to the extent permitted by law.
8.Enforcement of the Pledge
8.1.At any time after an Enforcement Event, the Pledgee shall be entitled, at its sole discretion, without any further demand, advertisement or notice of any kind on or to any person, to exercise immediately its rights and powers under this Agreement and the applicable provisions of Luxembourg law, including (but not limited to):
(a)to sell the Shares by way of public auction in accordance with the provisions of the Financial Collateral Law; or
(b)to request the attribution of the Pledged Assets in court following valuation by an independent expert; or
(c)to appropriate or have a third party designated by the Pledgee appropriate the Pledged Assets at fair value as determined on the basis of the last published annual accounts of the Company (or such more recent or appropriate finance documentation) and such other elements as may be relevant for the determination of such value by an independent external auditor (réviseur d'entreprises) registered with the Luxembourg "Institut des Réviseurs d'Entreprises", designated by the Pledgee, the costs of such valuation being borne equally by the Pledgor and the Pledgee; the appraisal of the Pledged Assets may be carried out either before or as soon as practicable after their appropriation; or
(d)to sell or cause the Pledged Assets to be sold in a private transaction at arms' length conditions (conditions commerciales normales); or
(e)in general to realise or, as the case may be, to appropriate the Pledged Assets in the most favourable manner permitted by the laws of Luxembourg, including, if applicable, by requesting a set-off (compensation) or direct payment.
8.2.The Parties expressly agree that the Pledgee, whatever the legal proceedings used, may partially enforce the Pledge.
8.3.Subject to Clauses 8.5 and 8.6 hereof, if the Pledge is enforced, no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Liabilities have been satisfied and discharged in full, as set out in Clause 4.7. Until then, the Pledgee shall be entitled to treat all enforcement proceeds at its sole discretion and in accordance with this Agreement towards the discharge of the Secured Liabilities.
8.4.For as long as the Secured Liabilities are outstanding and have not been unconditionally or irrevocably paid and discharged in full, the Pledgor shall not exercise any Rights of
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Recourse it may have against any other Transaction Obligor, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (saisie-arrêt conservatoire) or by way of set-off).
8.5.The Pledgor also irrevocably agrees to waive any Rights of Recourse it may at any time have against any other Transaction Obligor, in case of enforcement of this Pledge. This waiver is for the exclusive benefit of the Pledgee who shall be entitled to renounce the benefit thereof by written notice to the Pledgor, by the effect of which the Rights of Recourse shall be considered to remain in existence as if never waived, without prejudice to the terms of the Vendor Loan Agreement.
8.6.For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code and any defences of set-off.
9.Application of proceeds and release of Pledge
9.1.Application of proceeds
(a)Any proceeds, monies or value received by the Pledgee in respect of the Pledged Assets after this Pledge has been enforced shall be applied by the Pledgee in or towards payment of the Secured Liabilities.
(b)In the event the proceeds, monies or value received by the Pledgee by virtue of the Pledge's enforcement lead to any excess remitted to the Pledgee, the Pledgee shall return to the Pledgor any such excess as soon as possible.
9.2.Pledge release
(a)Upon the complete and irrevocable discharge of the Secured Liabilities, the Pledgee shall, upon the Pledgor's request and at the Pledgor's costs and expenses in accordance with Clause 11, (i) promptly execute and deliver any release, discharge or de-registration documentation in form reasonably satisfactory to the lender(s) under any Bank Facility, (ii) confirm in writing to the Company that the Pledge has been released, so as to enable the Pledgor to procure the update of the Shareholders' Register to reflect such release, and
(iii) cooperate with the Pledgor and the lender(s) under any Bank Facility to effect the registration of any Security Interest over the Pledged Assets in favour of such lender(s).
(b)If an amount paid by the Borrower to the Lender pursuant to the Vendor Loan Agreement is capable of being avoided or otherwise set aside on the liquidation, administration, winding-up or other similar proceeding in the jurisdiction of the Borrower or otherwise, then such amount shall not be considered to have been fully and irrevocably paid for the purposes hereof.
10.Currency conversion
If the Pledgee has received any proceeds, monies or value under this Agreement in a currency other than United States Dollars (USD) and must convert such proceeds, value or monies, the Pledgor shall
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indemnify the Pledgee, on demand, for any loss resulting from the difference in exchange rates between the date of conversion and the date on which the payment is received in the other currency, as well as for any fees (including legal fees, Taxes and any other charges) connected with this conversion.
11.Costs, expenses and indemnity
The Pledgor will indemnify the Pledgee in respect of all liabilities, loss and reasonably documented costs, charges and expenses incurred by it in relation to all actions taken pursuant to, or under, this Agreement in accordance with clause 12 (Costs, expenses and indemnities) of the Vendor Loan Agreement, save for liabilities and expenses arising from its gross negligence or wilful misconduct.
12.Liability to perform
12.1.It is expressly agreed that, notwithstanding anything to the contrary herein contained, the Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Pledged Assets.
12.2.The Pledgee shall not be required in any manner to perform or fulfil any obligations of the Pledgor in respect of the Pledged Assets, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time.
12.3.The Pledgee shall not be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the rights under this Agreement, except in the case of gross negligence (faute lourde) or wilful misconduct (faute dolosive).
12.4.For the avoidance of doubt, the Pledgee shall not be liable for any loss or damage suffered by the Pledgor and/or the Company in connection with this Agreement, save in respect of such loss or damage which is suffered as a result of gross negligence (faute lourde) or wilful misconduct (faute dolosive).
13.Waivers and remedies cumulative
13.1.Waivers
No failure or delay by the Pledgee in exercising any right, power or privilege hereunder shall operate as a waiver thereof or prejudice any other or further exercise by the Pledgee of any of its rights or remedies under this Agreement. No waiver of any of the terms hereof shall be effective unless in writing signed by the Pledgee. Any waiver may be on such terms as the Pledgee and the Pledgor reasonably see fit.
13.2.Remedies cumulative
The rights, powers and discretions of the Pledgee herein are additional to and not exclusive of those provided by law, by any agreement with or other security in favour of the Pledgee.
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14.Notices
14.1.Any notice or demand to be served by one person on another pursuant to this Agreement shall be served in accordance with clause 15 (Notices) of the Vendor Loan Agreement.
14.2.For the purposes of serving any such notice the address and email of the Pledgor and the Pledgee shall be as indicated in the Vendor Loan Agreement and as below for the Company:
Address: 17 Op der Héi, L-9809 Hosingen, Grand Duchy of Luxembourg Attention: Luc Provost
Email: 
15.Changes to the Parties
15.1.The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees permitted by the Vendor Loan Agreement and this Clause 15.
15.2.None of the Parties may assign, transfer or novate any of its rights or obligations under this Agreement, other than with the prior written consent of the other Party.
15.3.Any assignment, transfer or novation of all or any part of its rights or obligations under this Agreement by the Pledgee to any person made in accordance with Clause 15.2 shall be enforceable against the Pledgor pursuant to the provisions of article 1690 of the Luxembourg Civil Code. References to the Pledgee shall be deemed to include any permitted assignee or transferee or successor thereof.
15.4.In the case of an assignment, transfer or novation by the Pledgee to one or several transferees of all or any part of its rights and obligations under the Vendor Loan Agreement made in accordance with Clause 15.2, the Pledgee and the Pledgor hereby agree that in such event, to the extent required under applicable laws, the Pledgee shall preserve all of its rights under this Agreement as expressly permitted under Articles 1278 to 1281 of the Luxembourg Civil Code, so that the Pledge shall automatically, and without any formality, benefit to any such transferees.
15.5.Without prejudice to Clause 15.2, this Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Pledgee; and references to the Pledgee shall be deemed to include any assignee or successor in title of the Pledgee and any person who, under any applicable law and in accordance with the provisions of the Vendor Loan Agreement, has assumed the rights and obligations of the Pledgee hereunder or to which under such laws the same have been transferred or novated or assigned in any manner. To the extent a further notification or registration is required by law to give effect to the above, the Pledgor shall procure that such further registration be made and the Pledgor hereby gives a power of attorney to the Pledgee to make any necessary notifications and/or registrations in the Shareholders' Register.
16.Amendments and severability
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16.1.Amendments
This Agreement may be amended or waived only with the prior consent in writing of the Parties and any such amendment or waiver will be binding on all Parties.
16.2.Severability
If any provision of this Agreement is or becomes prohibited, unenforceable or void in any jurisdiction, this shall not affect the validity or enforceability of any other provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction, but to the extent only as permitted by applicable law. The Parties shall in such case negotiate in good faith to replace the prohibited or unenforceable provision with a provision ensuring the same effect.
17.Governing law and jurisdiction
17.1.Governing law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Luxembourg law.
17.2.Jurisdiction
Any dispute arising in connection with the Agreement shall be submitted to the non-exclusive jurisdiction of the "Tribunal d’Arrondissement de et à Luxembourg" and, generally, of the courts of Luxembourg.
18.Counterparts
This Agreement may be executed in any number of counterparts all of which together shall constitute one and the same agreement.
[signature pages follow]
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Signature page Share pledge agreement
PLEDGOR
Thelema
Name: Luc Provost
Title: Authorised signatory
Signature page Share pledge agreement
PLEDGEE
Azenta Germany GmbH
Name: Andrew Mulkerin Title: Director
Signature page Share pledge agreement
COMPANY
B Medical Systems S.à r.l.
Name: Luc Provost
Title: Authorised signatory
Exhibit 99.1
Azenta Completes Sale of B Medical Systems
BURLINGTON, Mass., July 8, 2026 (PRNewswire) – Azenta, Inc. (Nasdaq: AZTA) today announced the completion of the previously disclosed sale of its B Medical Systems business to Thelema S.à r.l.
The transaction was originally announced on December 29, 2025 and closed on July 1, 2026 following the satisfaction of all closing conditions. Under the terms of the agreement, Azenta sold B Medical Systems for a fixed purchase price of $63 million in cash, of which $35 million was funded through a short-term secured vendor loan from an Azenta subsidiary to Thelema. Additional details regarding the transaction are available in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission.
"The completion of this transaction advances our strategy to simplify and focus the portfolio on our core life sciences businesses," said John Marotta, President and Chief Executive Officer of Azenta. "With enhanced financial flexibility and a continued focus on our core growth platforms, we are well positioned to drive sustainable growth and long-term value for our shareholders.”
About Azenta Life Sciences
Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling life science organizations around the world to bring impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, and Barkey.
Azenta is headquartered in Burlington, MA, with operations in North America, Europe and Asia. For more information, please visit www.azenta.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected benefits of the completed transaction, the Company’s future strategic priorities and capital allocation plans, and the anticipated repayment or refinancing of the vendor loan described above. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: Thelema’s ability to complete its third-party financing to repay the vendor loan at or prior to maturity; the risk of a default by Thelema under the vendor loan; the Company’s ability to realize the expected benefits of the transaction and to execute on its strategic priorities and capital allocation plans; and the other factors described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement in this press release speaks only as of the date on which it is made, and, except as required by applicable law, the Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether because of new information, future developments or otherwise.
INVESTOR CONTACTS:
Yvonne Perron
Vice President, Financial Planning & Analysis and Investor Relations
Maria Isabel Cuartas
Manager Investor Relations
Exhibit 99.2
AZENTA, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Introduction
On July 1, 2026, Azenta, Inc. (the “Company”) completed the sale of the entire issued share capital of B Medical Systems S.à r.l. (“B Medical”) to Thelema (the “Transaction”) pursuant to the Sale and Purchase Agreement. The aggregate purchase price for the Transaction was USD 63,000,000 in cash, of which USD 35,000,000 was funded through the Vendor Loan Agreement. The purchase price is fixed and not subject to customary post-closing adjustments.
The sale of B Medical is considered a significant disposition for purposes of Item 2.01 of Form 8-K. The Company has also determined that the sale of B Medical has met the criteria to be classified as a discontinued operation in accordance with accounting principles generally accepted in the United States of America. Accordingly, the Company began to account for B Medical as a discontinued operation beginning in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024. Accordingly, the Company has prepared the unaudited pro forma condensed consolidated financial information presented below in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Basis of Unaudited Proforma Condensed Consolidated Financial Information
The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the Transaction as if it had occurred on March 31, 2026, the date of the Company's most recently filed balance sheet. This unaudited pro forma condensed consolidated balance sheet has been derived from the Company's historical condensed consolidated financial statements and gives effect to the Transaction subject to the assumptions and adjustments described in the accompanying notes and is based on information presently available. The unaudited pro forma condensed consolidated balance sheet is presented for illustrative and informational purposes only and is not necessarily indicative of what the Company's financial condition would have been had the Transaction been completed on the dates assumed or indicated, nor is it necessarily indicative of the Company's future financial condition.
The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with (i) the Company's historical audited consolidated financial statements and the accompanying notes, as well as “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in the Company's Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 4, 2025 ("Form 10-K") and (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 8, 2026, to which this exhibit relates.
The unaudited pro forma condensed consolidated balance sheet reflects the following transaction adjustments (“Transaction Adjustments”) to give effect to the Transaction, based on currently available information and assumptions that the Company believes are reasonable as of the filing date:
•the recognition of the estimated impact of the net cash proceeds received in connection with the Transaction;
•the recognition of the note receivable arising under the Vendor Loan Agreement; and
•the derecognition of the assets and liabilities of B Medical disposed of in the Transaction.
AZENTA, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share and per share data)
| As of March 31, 2026 | |||||||||||||||||||||||
| Historical (as reported) | Transaction Adjustments (Note 2) | Pro Forma | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 234,033 | $ | 19,000 | A | $ | 253,033 | ||||||||||||||||
| Short-term marketable securities | 146,484 | 146,484 | |||||||||||||||||||||
Accounts receivable, net of allowance for expected credit losses ($4,481 and $4,649, respectively) | 131,318 | 131,318 | |||||||||||||||||||||
| Inventories | 78,510 | 78,510 | |||||||||||||||||||||
| Short-term restricted cash | 2,410 | 2,410 | |||||||||||||||||||||
| Refundable income taxes | 6,838 | 6,838 | |||||||||||||||||||||
| Note receivable - related party | — | 35,000 | B | 35,000 | |||||||||||||||||||
| Prepaid expenses and other current assets | 50,214 | 50,214 | |||||||||||||||||||||
| Current assets held for sale | 77,178 | (77,178) | C | — | |||||||||||||||||||
| Total current assets | 726,985 | (23,178) | 703,807 | ||||||||||||||||||||
| Property, plant and equipment, net | 171,832 | 171,832 | |||||||||||||||||||||
| Long-term marketable securities | 177,831 | 177,831 | |||||||||||||||||||||
| Long-term deferred tax assets | 501 | 501 | |||||||||||||||||||||
| Operating lease right-of-use assets | 59,451 | 59,451 | |||||||||||||||||||||
| Goodwill | 553,070 | 553,070 | |||||||||||||||||||||
| Intangible assets, net | 91,433 | 91,433 | |||||||||||||||||||||
| Long-term income taxes receivable | 45,600 | 45,600 | |||||||||||||||||||||
| Other assets | 8,814 | 8,814 | |||||||||||||||||||||
| Noncurrent assets held for sale | 68,372 | (68,372) | C | — | |||||||||||||||||||
| Total assets | $ | 1,903,889 | $ | (91,550) | $ | 1,812,339 | |||||||||||||||||
| Liabilities and stockholders' equity | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Accounts payable | $ | 33,136 | $ | 33,136 | |||||||||||||||||||
| Deferred revenue | 39,013 | 39,013 | |||||||||||||||||||||
| Derivative liability | 29,615 | 29,615 | |||||||||||||||||||||
| Accrued warranty and retrofit costs | 4,157 | 4,157 | |||||||||||||||||||||
| Accrued compensation and benefits | 29,146 | 29,146 | |||||||||||||||||||||
| Accrued customer deposits | 36,217 | 36,217 | |||||||||||||||||||||
| Accrued income taxes payable | 8,753 | 8,753 | |||||||||||||||||||||
| Accrued expenses and other current liabilities | 45,739 | (9,000) | D | 36,739 | |||||||||||||||||||
| Current liabilities held for sale | 31,416 | (31,416) | C | — | |||||||||||||||||||
| Total current liabilities | 257,192 | (40,416) | 216,776 | ||||||||||||||||||||
| Long-term deferred tax liabilities | 15,747 | 15,747 | |||||||||||||||||||||
| Long-term operating lease liabilities | 55,711 | 55,711 | |||||||||||||||||||||
| Other long-term liabilities | 10,892 | 10,892 | |||||||||||||||||||||
| Noncurrent liabilities held for sale | 9,670 | (9,670) | C | — | |||||||||||||||||||
| Total liabilities | 349,212 | (50,086) | 299,126 | ||||||||||||||||||||
| Stockholders' equity | |||||||||||||||||||||||
Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding | — | — | |||||||||||||||||||||
Common stock, $0.01 par value - 125,000,000 shares authorized, 59,553,293 shares issued and 46,091,424 shares outstanding at March 31, 2026; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025 | 596 | 596 | |||||||||||||||||||||
| Additional paid-in capital | 538,782 | 538,782 | |||||||||||||||||||||
| Accumulated other comprehensive loss | (27,471) | (27,471) | |||||||||||||||||||||
Treasury stock, at cost - 13,461,869 shares at March 31, 2026 and September 30, 2025 | (200,956) | (200,956) | |||||||||||||||||||||
| Retained earnings | 1,243,726 | $ | (41,464) | E | 1,202,262 | ||||||||||||||||||
| Total stockholders' equity | 1,554,677 | $ | (41,464) | 1,513,213 | |||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 1,903,889 | $ | (91,550) | $ | 1,812,339 | |||||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated balance sheet.
AZENTA, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
Note 1: Basis of Presentation
The accompanying unaudited pro forma condensed consolidated balance sheet has been prepared in accordance with the rules and regulations of the SEC on the basis described under the heading “Introduction”.
Note 2: Transaction Adjustments
A.Reflects an adjustment to cash and cash equivalents equal to the net cash proceeds from the Transaction. A reconciliation of the purchase price to the net cash proceeds reflected in the Transaction Adjustments is presented in the table below (in thousands):
| Description | Amount | ||||
| Purchase price | $ | 63,000 | |||
| Deposit received in December 2025 | (9,000) | ||||
| Note receivable - related party | (35,000) | ||||
| Net cash proceeds | $ | 19,000 | |||
The total cash proceeds received is $28.0 million, of which $9.0 million was received in December 2025 and $19.0 million was received in June 2026.
B.Reflects the recognition of a short-term vendor loan receivable at its estimated fair value in connection with the Transaction. Pursuant to the Vendor Loan Agreement entered into on July 1, 2026, Azenta agreed to provide a secured term loan to Thelema with an aggregate principal amount of $35.0 million. The loan bears interest at a rate of 6.0% per annum, matures three months following the funding date, and is required to be repaid in full at maturity. The accompanying unaudited pro forma condensed consolidated balance sheet reflects an adjustment to recognize the vendor loan receivable at its estimated fair value as of the closing date, which was determined based on currently available information and management's assumptions regarding the terms of the loan, expected repayment period, borrower credit risk, and the value of the underlying collateral.
C.Reflects the removal of the assets and liabilities of B Medical which were presented within discontinued operations on the Company's historical condensed consolidated balance sheet as of March 31, 2026. For additional information regarding the composition of the B Medical Systems business' assets and liabilities as of March 31, 2026, refer to note 3 to the Form 10-Q.
D.Reflects the release of the accrual for the $9.0 million deposit received from Thelema in December 2025 in connection with the completion of the Transaction.
E.Reflects the impact on retained earnings resulting from the cumulative translation adjustments of approximately $46.9 million, offset by $5.4 million of estimated cost to sell.