NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
AGREEMENT TO AMEND NONCOMPETITION AND PROPRIETARY INFORMATION
AGREEMENT ("Agreement") entered into as of this ___ day of April 2002, by and among Brooks Automation,
Inc., a Delaware corporation ("BAI"), Daifuku Co., Ltd., a Japanese company ("Daifuku Japan"), and Daifuku
America Corporation, an Illinois corporation and wholly-owned subsidiary of Daifuku Japan ("DAC").
WHEREAS, BAI acquired Auto-Soft Corporation and AutoSimulations, Inc., two Utah corporations, from
DAC pursuant to a certain Agreement and Plan of Merger dated as of January 6, 2000 ("Merger Agreement")
among BAI, DAC and Daifuku Japan.
WHEREAS, in connection with the Merger Agreement, BAI, Daifuku Japan and DAC entered into a
Noncompetition and Proprietary Information Agreement as of January 6, 2000 ("Noncompetition Agreement") to
set forth certain noncompetition and proprietary arrangements effective after the closing of the Merger
WHEREAS, contemporaneously with this Agreement, BAI and Daifuku Japan will enter into a certain License
Agreement, dated as of the date hereof, which grants certain licenses from BAI to Daifuku Japan ("License
Agreement") with respect to a certain material control system software product, including for use in
semiconductor wafer fabrication facilities, known as CLASS MCS ("CLASS MCS").
WHEREAS, in order to enhance competition in the MCS and related markets after the proposed merger of BAI
and PRI Automation, Inc., BAI, Daifuku Japan and DAC desire to modify the Noncompetition Agreement to
delete all noncompetition and non-solicitation arrangements;
NOW THEREFORE, in consideration of the agreements, terms and conditions herein and referenced above, and
the consideration received under the License Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, it is hereby agreed by