8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 2, 2007

BRUKER BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-30833	04-3110160
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (978) 663-3660

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

x Soliciting material pursuant to Rule 14a-12 of the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Item 1.01. Entry into a Material Definitive Agreement

On December 2, 2007, Bruker BioSciences Corporation (the “Company”) entered into definitive agreements to acquire all of the stock of the companies comprising the privately held Bruker BioSpin group of companies (the “Bruker BioSpin Group”) for $388.0 million in cash and 57,544,872 shares of restricted common stock, valued at $526.0 million at the November 28, 2007 trailing ten day trading average closing price of $9.14 per share. Consummation of the acquisition is subject to various conditions, including (i) the approval of the transactions contemplated by the U.S. Stock Purchase Agreement, the German Share Purchase Agreement and the Swiss Merger Agreement (each as discussed below) by the majority of the Company’s stockholders, including a majority of those stockholders who are not affiliated with the Bruker BioSpin Group stockholders who are present and acting at the Special Meeting of Stockholders, (ii) the absence of certain legal impediments to the consummation of the transactions, (iii) the receipt of financing, and (iv) the receipt of certain regulatory approvals.

The Company’s chief executive officer and chairman of the board, Frank H. Laukien, and certain of his family members own stock in both the Company and the companies comprising the Bruker BioSpin Group. Dr. Laukien and his related family members own an aggregate of approximately 52% of the Company’s common stock and, directly or indirectly, all of the shares of the companies comprising the Bruker BioSpin Group. Following the closing of the transactions, Dr. Laukien and his related family members are expected to own, in the aggregate, approximately 69% of the outstanding shares of common stock of the Company. In addition, certain of the Company’s officers and directors are also officers and directors of various of the companies comprising the Bruker BioSpin Group.

In connection with the proposed acquisitions, the Company will prepare a proxy statement for the stockholders of the Company to be filed with the Securities and Exchange Commission (the “SEC”). Before making any voting or investment decision, the Company’s stockholders are urged to read the proxy statement regarding the acquisitions carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The proxy statement and other relevant documents filed with the SEC will be available free of charge at the SEC’s website, www.sec.gov, and stockholders of the Company will also be able to obtain copies of the proxy statement and other relevant documents free of charge by directing their requests to Bruker BioSciences Corporation, 40 Manning Road Billerica, MA 01821, Attention: Investor Relations.

A copy of the press release containing the Company’s announcement of the transaction is filed herewith as Exhibit 99.1.

The following is a discussion of the principal agreements entered into by the Company in connection with the acquisition of the Bruker BioSpin Group.

U.S. Stock Purchase Agreement – Bruker BioSpin Inc.

On December 2, 2007, the Company entered into an agreement to acquire all of the outstanding stock of Bruker BioSpin Inc., a Delaware corporation based in Billerica, Massachusetts (“BioSpin Inc.”), with BioSpin Inc. and the BioSpin Inc. stockholders (the “U.S. Stock Purchase Agreement”).

At the closing, which is expected to occur in the first quarter of 2008, the Company will pay an aggregate of approximately $100.0 million of consideration in cash to the BioSpin Inc. stockholders. As a result of the acquisition, BioSpin Inc. will become a wholly-owned subsidiary of the Company.

$92.0 million of the cash payment to the BioSpin Inc. stockholders, for purposes of both the U.S. Stock Purchase Agreement and the two agreements discussed below, will be held in escrow until the later of (x) the thirtieth day following receipt by the Company of the Bruker BioSpin Group’s audited consolidated financial statements for the fiscal year ended December 31, 2008, or (y) the resolution of any indemnification claim pending as of the receipt of such audited financial statements. In addition, to ensure a sufficient amount of working capital in the Bruker BioSpin Group, $6.75 million of the cash payment to the BioSpin Inc. stockholders will be held in escrow until the twenty-fifth day after the Company delivers a

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closing balance sheet to the Bruker BioSpin Group stockholders, which balance sheet is to be delivered as soon as is reasonably practicable after the close of the fiscal year ending December 31, 2007.

BioSpin Inc. has made customary representations and warranties and covenants in the U.S. Stock Purchase Agreement, including, among others, not to solicit proposals relating to alternative business combination transactions or engage in discussions with entities other than the Company concerning alternative business combination transactions. The Company has also made customary representations and warranties and covenants in the U.S. Stock Purchase Agreement.

A copy of the U.S. Stock Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the U.S. Stock Purchase Agreement is qualified in its entirety by reference to the full text of the U.S. Stock Purchase Agreement.

German Share Purchase Agreement – Bruker Physik GmbH

On December 2, 2007, the Company and certain of its wholly-owned German subsidiaries entered into an agreement to acquire all of the outstanding stock of Bruker Physik GmbH, a German limited liability company (“Bruker Physik”), and Techneon AG, a Swiss stock corporation (“Techneon”), with Bruker Physik, Techneon and the Bruker Physik shareholders (the “German Share Purchase Agreement”).

At the closing, which is expected to occur in the first quarter of 2008, the Company will pay an aggregate of approximately $288.1 million of consideration, payable in cash, to the Bruker Physik shareholders. As a result of the acquisition, Bruker Physik will become an indirect wholly-owned subsidiary of the Company.

Bruker Physik has made customary representations and warranties and covenants in the German Share Purchase Agreement, including, among others, not to solicit proposals relating to alternative business combination transactions or engage in discussions with entities other than the Company concerning alternative business combination transactions. The Company has also made customary representations and warranties and covenants in the German Share Purchase Agreement.

A copy of the German Share Purchase Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference. The foregoing description of the German Share Purchase Agreement is qualified in its entirety by reference to the full text of the German Share Purchase Agreement.

Swiss Merger Agreement

On December 2, 2007, the Company entered into an Agreement and Plan of Merger (the “Swiss Merger Agreement”) with Bruker BioSpin Invest AG (“BioSpin Invest AG”), Bruker BioSpin Beteiligungs AG and the shareholders of BioSpin Invest AG relating to the merger of BioSpin Invest AG with and into the Company and to approve the related issuance the Company’s common stock in connection with the merger.

At the closing, which is expected to occur in the first quarter of 2008, the Company will pay an aggregate of approximately $526.0 million of consideration to the BioSpin Invest AG shareholders, to be paid in restricted shares of Company common stock. Upon consummation of the merger, BioSpin Invest AG will become an indirect wholly-owned subsidiary of the Company.

BioSpin Invest AG has made customary representations and warranties and covenants in the Swiss Merger Agreement, including, among others, not to solicit proposals relating to alternative business combination transactions or engage in discussions with entities other than the Company concerning alternative business combination transactions. The Company has also made customary representations and warranties and covenants in the Swiss Merger Agreement.

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A copy of the Swiss Merger Agreement is attached hereto as Exhibit 2.3 and is incorporated herein by reference. The foregoing description of the Swiss Merger Agreement is qualified in its entirety by reference to the full text of the Swiss Merger Agreement.

Compensation and Indemnification Agreement

On August 1, 2007, the board of directors of the Company appointed William Linton, Lead Director of the board of directors, Collin D’Silva and Richard Kniss, each of whom is an independent director, to a special committee of the board of directors to consider the proposed transactions (the “Special Committee”). On December 2, 2007 the board of directors authorized, and on December 2, 2007 the Company entered into, a compensation and indemnification agreement with the members of the Special Committee (the “Compensation and Indemnification Agreement”). The Compensation and Indemnification Agreement provides for the payment of $100,000 to Mr. Linton, who has served as the chairman of the Special Committee, and $80,000 to each of the remaining members of the Special Committee, as well as the indemnification of the members of the Special Committee for their actions in connection with their service on the Special Committee. A copy of the Compensation and Indemnification Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Compensation and Indemnification Agreement is qualified in its entirety by reference to the full text of the Compensation and Indemnification Agreement.

Item 3.02. Unregistered Sales of Equity Securities

Pursuant to the Swiss Merger Agreement described above in Item 1.01 of this current report, which disclosure is incorporated herein by reference, the Company will issue restricted shares of the Company’s common stock to the shareholders of BioSpin Invest AG. The issuance of these securities will be in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. Based upon the small number of shareholders of BioSpin Invest AG capital stock receiving restricted shares of the Company’s common stock, their financial position and sophistication and the absence of any general solicitation, the transaction was determined not to involve any public offering.

Item 7.01. Regulation FD Disclosure

On December 3, 2007, the Company also held a conference call, and live streaming-audio webcast, to announce the transaction. The transcript of the conference call is attached to this report as Exhibit 99.2. The PowerPoint slides presented on the webcast are attached to this report as Exhibit 99.3.  Pursuant to Regulation FD, Bruker BioSciences Corporation hereby furnishes the transcript and PowerPoint presentation materials as Exhibits 99.2 and 99.3 to this report.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.	Description of Exhibit
2.1	U.S. Stock Purchase Agreement, dated December 2, 2007, by and among the Company, Bruker BioSpin Inc. and the stockholders of Bruker BioSpin Inc.
2.2	German Share Purchase Agreement, dated December 2, 2007, by and among the Company, Bruker Physik GmbH, Techneon AG and the shareholders of Bruker Physik GmbH.
2.3	Agreement and Plan of Merger by and among the Company, Bruker BioSpin Invest AG, Bruker BioSpin Beteiligungs AG and the shareholders of Bruker BioSpin Invest AG dated as of December 2, 2007.
10.1	Compensation and Indemnification Agreement, dated December 2, 2007, by and among the Company, William Linton, Collin D’Silva and Richard Kniss.

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99.1	Press Release dated December 3, 2007.
99.2	Transcript of December 3, 2007 conference call announcing Bruker Biosciences Corporation’s agreement to acquire the Bruker BioSpin Group.
99.3	PowerPoint presentation first presented by Bruker BioSciences Corporation on December 3, 2007.

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SIGNATURES

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.

	BRUKER BIOSCIENCES CORPORATION (Registrant)
Date: December 3, 2007	By:
		/s/ Frank H. Laukien, Ph.D.
		Frank H. Laukien, Ph.D.
		Chief Executive Officer and President

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Exhibit Index

Exhibit Number	Exhibit Name
2.1	U.S. Stock Purchase Agreement, dated December 2, 2007, by and among the Company, Bruker BioSpin Inc. and the stockholders of Bruker BioSpin Inc.
2.2	German Share Purchase Agreement, dated December 2, 2007, by and among the Company, Bruker Physik GmbH and the shareholders of Bruker Physik GmbH.
2.3	Agreement and Plan of Merger by and among the Company, Bruker BioSpin Invest AG, Bruker BioSpin Beteiligungs AG and the shareholders of Bruker BioSpin Invest AG dated as of December 2, 2007.
10.1	Compensation and Indemnification Agreement, dated December 2, 2007, by and among the Company, William Linton, Collin D’Silva and Richard Kniss.
99.1	Press Release dated December 3, 2007.
99.2	Transcript of December 3, 2007 conference call announcing Bruker Biosciences Corporation’s agreement to acquire the Bruker BioSpin Group.
99.3	PowerPoint presentation first presented by Bruker BioSciences Corporation on December 3, 2007.

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EX-2.1

Exhibit 2.1

U.S. STOCK PURCHASE AGREEMENT

by and among

BRUKER BIOSCIENCES CORPORATION

(“BRKR”)

and

BRUKER BIOSPIN INC.

(“BioSpin U.S.”)

and

DIRK D. LAUKIEN

FRANK H. LAUKIEN

ISOLDE LAUKIEN-KLEINER

JOERG C. LAUKIEN

MARC M. LAUKIEN

and

ROBYN L. LAUKIEN

(“Sellers”)

Dated as of December 2, 2007

TABLE OF CONTENTS

				Page
ARTICLE I		DEFINITIONS AND DEFINED TERMS		2
	Section 1.1		Definitions	2
ARTICLE II		PURCHASE AND SALE OF SHARES; CLOSING		9
	Section 2.1		Purchase and Sale of Shares	9
	Section 2.2		Purchase Price	9
	Section 2.3		The Closing	9
	Section 2.4		Deliveries at Closing	9
	Section 2.5		Indemnity Escrow	10
	Section 2.6		Working Capital Escrow	11
	Section 2.7		Working Capital Adjustment.	11
	Section 2.8		Withholding	11
ARTICLE III		REPRESENTATIONS AND WARRANTIES OF SELLERS		12
	Section 3.1		Power and Authority	12
	Section 3.2		Enforceability	12
	Section 3.3		No Violation	12
	Section 3.4		No Conflict	12
	Section 3.5		Litigation	13
	Section 3.6		No Other Agreement	13
	Section 3.7		No Broker	13
	Section 3.8		Ownership of the Shares	13
	Section 3.9		Withholding Tax	13
ARTICLE IV		REPRESENTATIONS AND WARRANTIES REGARDING BIOSPIN U.S.		13
	Section 4.1		Organization and Good Standing	13
	Section 4.2		Authorization and Effect of Agreement.	14
	Section 4.3		Capitalization of BioSpin U.S.	14
	Section 4.4		Capitalization of the Subsidiaries; Other Interests.	15
	Section 4.5		No Conflict	15
	Section 4.6		Permits; Compliance with Law.	16
	Section 4.7		Books and Records	16
	Section 4.8		Litigation	17
	Section 4.9		Financial Statements; Undisclosed Liabilities.	17
	Section 4.10		Absence of Certain Changes	18
	Section 4.11		Contracts.	18
	Section 4.12		Transactions with Affiliates	20
	Section 4.13		Labor Relations.	21
	Section 4.14		Insurance	21
	Section 4.15		Accounts Receivable	22

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	Section 4.16		Real Property; Leases.	22
	Section 4.17		Environmental.	23
	Section 4.18		No Broker	24
	Section 4.19		Employee Benefits.	24
	Section 4.20		Employees.	27
	Section 4.21		Taxes and Tax Returns	27
	Section 4.22		Proprietary Rights.	30
	Section 4.23		Information Technology.	31
	Section 4.24		Guarantees	32
	Section 4.25		Bank Accounts	32
	Section 4.26		Foreign Corrupt Practices and International Trade Sanctions	32
	Section 4.27		Inventory	32
	Section 4.28		Deposits	32
	Section 4.29		No Misleading Statements	33
ARTICLE V		REPRESENTATIONS AND WARRANTIES OF BRKR		33
	Section 5.1		Organization of BRKR; Authority	33
	Section 5.2		Authorization; Enforceability.	33
	Section 5.3		No Conflict	34
	Section 5.4		No Broker	34
	Section 5.5		Investment Representation	34
	Section 5.6		Accredited Investor	35
ARTICLE VI		COVENANTS		35
	Section 6.1		Operation of BioSpin U.S. Pending the Closing	35
	Section 6.2		Access	37
	Section 6.3		Notification.	37
	Section 6.4		No Inconsistent Action	38
	Section 6.5		Reasonable Best Efforts.	38
	Section 6.6		Further Assurances	39
	Section 6.7		No Solicitation.	39
	Section 6.8		Tax Matters.	40
	Section 6.9		Release	40
	Section 6.10		Voting Agreement	41
	Section 6.11		Non-competition and Non-solicitation	41
ARTICLE VII		CLOSING CONDITIONS		41
	Section 7.1		Conditions to Each Party’s Obligations	41
	Section 7.2		Conditions Precedent to Obligations of BRKR	42
	Section 7.3		Conditions Precedent to Obligations of Sellers	43
ARTICLE VIII		TERMINATION		44
	Section 8.1		Termination	44
	Section 8.2		Procedure and Effect of Termination	45

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ARTICLE IX		SURVIVAL; INDEMNIFICATION		45
	Section 9.1		Survival of Indemnification Rights	45
	Section 9.2		Indemnification Obligations	46
	Section 9.3		Indemnification Procedure.	47
	Section 9.4		Calculation of Indemnity Payments	48
	Section 9.5		Indemnification Amounts.	48
	Section 9.6		Exclusive Remedy	49
ARTICLE X		MISCELLANEOUS PROVISIONS		49
	Section 10.1		Notices	49
	Section 10.2		Expenses	50
	Section 10.3		Successors and Assigns	51
	Section 10.4		Extension; Waiver	51
	Section 10.5		Entire Agreement; Schedules	51
	Section 10.6		Amendments, Supplements, Etc	51
	Section 10.7		Applicable Law	52
	Section 10.8		Waiver of Jury Trial	52
	Section 10.9		Actions by Sellers	52
	Section 10.10		Execution in Counterparts	52
	Section 10.11		Titles and Headings	53
	Section 10.12		Invalid Provisions	53
	Section 10.13		Publicity	53
	Section 10.14		Specific Performance	53
	Section 10.15		Construction.	53
	Section 10.16		Actions by BRKR	54
EXHIBITS
Exhibit A — Financing Documents
Exhibit B — Indemnity Escrow Agreement
Exhibit C — Working Capital Escrow Agreement
Exhibit D — Press Release
These exhibits are omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant will furnish a copy of any omitted exhibit to the Securities and Exchange Commission supplementally upon request.

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List of Schedules
Schedule 2.2	Seller U.S. SPA Consideration Allocation
Schedule 2.7(b)	Working Capital Escrow
Schedule 3.4	Required Filings, Consents, Approvals (Sellers)
Schedule 4.4(a)	Directly/Indirectly Owned Subsidiaries
Schedule 4.5(c)	Consents (BioSpin U.S.)
Schedule 4.6(a)	Business Permits
Schedule 4.7	Books and Records
Schedule 4.8	Litigation
Schedule 4.10	Absence of Certain Changes
Schedule 4.11(a)	Contracts
Schedule 4.11(b)	Other Contracts
Schedule 4.12	Transactions with Affiliates
Schedule 4.13	Labor Relations
Schedule 4.14	Insurance Policies
Schedule 4.16(b)(i)	Real Property Leases
Schedule 4.16(b)(ii)	Consents Necessary for Real Property Leases
Schedule 4.17(a)	Environmental Permits
Schedule 4.17(d)	Hazardous Substances
Schedule 4.19(a)	Employee Benefit Plans
Schedule 4.19(f)	Benefit Plan Contributions
Schedule 4.20(a)	Employee Compensation
Schedule 4.21	Taxes and Tax Returns
Schedule 4.22(a)	Proprietary Rights Not Owned by BioSpin U.S.
Schedule 4.22(b)	Proprietary Rights
Schedule 4.23(a)	Information Technology
Schedule 4.25	Bank Accounts
Schedule 5.3	Conflicts (BRKR)
Schedule 7.2(i)	Leases To Be Amended
Schedule 9.5	Maximum Indemnification Liability

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U.S. STOCK PURCHASE AGREEMENT

This U.S. STOCK PURCHASE AGREEMENT (this “Agreement” or “U.S. SPA”) is made and entered into as of December 2, 2007 by and among Bruker BioSciences Corporation, a Delaware corporation (“BRKR”), Bruker BioSpin Inc., a Delaware corporation (“BioSpin U.S.”), and Dirk D. Laukien, Frank H. Laukien, Isolde Laukien-Kleiner, Joerg C. Laukien, Marc M. Laukien and Robyn L. Laukien (each a “Seller” and collectively, “Sellers”).

RECITALS

WHEREAS, Sellers own 8,869,830 shares of common stock, par value $0.01 per share, of BioSpin U.S. (the “Shares”), which constitute all of the issued and outstanding capital stock of BioSpin U.S. as of the date hereof;

WHEREAS, pursuant to this U.S. SPA, Sellers desire to sell to BRKR, and BRKR desires to purchase from Sellers, all of the Shares, upon the terms and subject to the conditions set forth herein;

WHEREAS, the Board of Directors of BRKR has appointed a Special Committee of independent directors (the “Special Committee”) to consider the acquisition of the Bruker BioSpin group of companies (the transactions effecting such acquisition, the “Transactions”), which is comprised of BioSpin U.S., Bruker BioSpin Invest AG (“Invest”), Bruker Physik GmbH (“Bruker Physik”) and Techneon AG (“Techneon”), and each of their respective Subsidiaries (together, the “Subject Companies”);

WHEREAS, reference is made to that certain Swiss Agreement and Plan of Merger, dated as of December 2, 2007, by and among BRKR, Bruker BioSpin Beteiligungs AG, a Swiss stock corporation and a direct, wholly owned subsidiary of BRKR (“Merger Sub”), Sellers and Invest (the “Swiss Merger Agreement”), wherein is contemplated the acquisition of Invest by BRKR by means of a share exchange, share cancellation and reverse subsidiary merger in which Merger Sub is intended to be merged with and into Invest, with Invest surviving the merger and becoming a direct, wholly owned subsidiary of BRKR, solely in exchange for the delivery of shares of BRKR Stock to Sellers;

WHEREAS, reference is made to that certain German Share Purchase Agreement, dated as of December 2, 2007, by and among BRKR (or after the U.S. Closing and assignment of BRKR rights and obligations under the German SPA, Bruker BioSpin Corporation), SciTec GmbH & Co. KG (“SciTec”), Techneon, Bruker Optik GmbH, Bruker Daltonik GmbH, Sellers and Bruker Physik (the “German SPA”), wherein is contemplated (i) the acquisition of common shares of Bruker Physik in the aggregate nominal amount of €2,167,500 from Sellers and the acquisition of common shares of Bruker Physik in the aggregate nominal amount of €5,227,500 from SciTec for $143,460,000 in cash by, respectively, Bruker BioSpin Corporation (following the U.S. Closing) (shares in the aggregate of nominal €4,292,500), Bruker Daltonik GmbH (one

share of nominal €1,551,250) and Bruker Optik GmbH (one share of nominal €1,551,250), with one share of nominal €1,105,000 of Bruker Physik remaining in the ownership of Techneon, a wholly owned subsidiary of SciTec, (ii) the subsequent acquisition of 100% of the common shares of Techneon from SciTec by Bruker Physik for $142,540,000 in cash, and (iii) the purchase by Bruker Optik GmbH of one piece of real property in Ettlingen, Germany (registered as Nr. 4276 in the land register of Ettlingen) from SciTec and Isolde Laukien-Kleiner for €1,416,250 in cash;

WHEREAS, before the Closing Date, Invest will pay a special cash dividend of CHF 75,000,000 in the aggregate to be distributed to its holders, as of November 15, 2007, of outstanding Invest common shares (the “Special Dividend”);

WHEREAS, after the consummation of the Transactions, BRKR intends to cause itself to be renamed “Bruker Corporation”;

WHEREAS, BRKR has received a commitment letter for an underwritten credit facility, which is required for the financing of the Transactions, from certain lenders as set forth in Exhibit A;

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND DEFINED TERMS

Section 1.1Definitions. As used in this U.S. SPA, the following terms shall have the following meanings:

“Affiliate” shall mean with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. For purposes of this definition, a Person has control of another Person if it has the direct or indirect ability or power to direct or cause the direction of management policies of such other Person or otherwise direct the affairs of such other Person, whether through ownership of at least fifty percent (50%) of the voting securities of such other Person, by Contract or otherwise.

“Ancillary Agreements” shall mean the Indemnity Escrow Agreement and the Working Capital Escrow Agreement.

“Audit Committee” shall mean the Audit Committee of the Board of Directors of BRKR.

“BioSpin U.S. IT Systems” shall mean any and all information technology and computer systems (including software, hardware and other equipment, firmware and embedded software) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in

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electronic format, which technology and systems are used in or necessary to the conduct of the business of BioSpin U.S. or the Subsidiaries.

“BRKR Stock” shall mean the common stock, par value $0.01 per share, of BRKR.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Consent” shall mean any consent, approval or authorization of, notice to, permit, or designation, registration, declaration or filing with, any Person, including any consents and approvals from BRKR’s and BioSpin U.S.’s (and their respective Subsidiaries) existing lenders.

“Contract” shall mean, whether written or oral, any note, bond, mortgage, indenture, contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding (including any understanding with respect to pricing) to which a Person is a party or by which a Person or its assets or properties are bound.

“Dollars” and “$” shall mean the lawful currency of the United States.

“Employee” shall mean any employee of BioSpin U.S., any of its Subsidiaries or any person providing services through a third-party employee leasing or similar organization.

“GAAP” shall mean U.S. generally accepted accounting principles.

“Governmental Authority” shall mean any federal, state, local or foreign government or any subdivision, agency, instrumentality, authority, quasi-governmental authority, department, commission, board or bureau thereof or any federal, state, local or foreign court, tribunal or arbitrator.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indemnity Escrow” shall mean an amount in cash equal to Ninety Two Million Dollars ($92,000,000).

“Indemnity Escrow Agent” shall mean Nixon Peabody LLP.

“Indemnity Escrow Agreement” shall mean the agreement between the Indemnity Escrow Agent, BRKR and Sellers in the form set forth hereto as Exhibit B.

“IRS” shall mean the Internal Revenue Service.

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“Knowledge” (including the word “Known” and the phrase “to the Knowledge of” and words or phrases of similar import) as to Sellers or BioSpin U.S. shall mean the knowledge of (i) Sellers with respect to Sellers and (ii) Barbara Burgess, Mark Chaykovsky, Arne Kasten, Werner Maas and Sellers with respect to BioSpin U.S. and its Subsidiaries, in all such cases, assuming reasonable inquiry.

“Laws” shall mean all federal, state, local or foreign laws, orders, writs, injunctions, decrees, ordinances, awards, stipulations, treaty, statutes, judicial or administrative doctrines, rules or regulations enacted, promulgated, issued or entered by a Governmental Authority.

“Liens” shall mean all title defects or objections, mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever, including licenses, leases, chattel or other mortgages, collateral security arrangements, pledges, title imperfections, defect or objection liens, security interests, conditional and installment sales agreements, easements, encroachments or restrictions, of any kind and other title or interest retention arrangements, reservations or limitations of any nature.

“Losses” shall mean all losses, liabilities, demands, claims, actions or causes of action, costs, damages, judgments, debts, settlements, assessments, deficiencies, Taxes, penalties, fines or expenses, whether or not arising out of any claims by or on behalf of a Third Party, including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing; provided, however, that the term “Losses” shall not be deemed to include any consequential, lost profits, punitive or incidental damages.

“Material Adverse Effect” shall mean any circumstance, change or effect that, individually or in the aggregate with other circumstances, changes or effects, is or is reasonably likely to materially delay or impede consummation of the transactions contemplated by this U.S. SPA or be materially adverse to the business, operations (including results of operations), prospects, assets, liabilities, or financial condition of BioSpin U.S. and the Subsidiaries taken as a whole; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (a) events, circumstances, changes or effects (including legal and regulatory changes) that generally affect the industries in which each of BioSpin U.S. and the Subsidiaries operate, other than such events, circumstances, changes or effects that disproportionately affect (relative to other industry participants) BioSpin U.S. or the Subsidiaries and (b) changes caused by a material worsening of current conditions caused by acts of terrorism or war occurring after the date hereof.

“Nasdaq” shall mean the NASDAQ Global Select Market.

“Net Working Capital” shall mean the amount of (i) all current assets of the Subject Companies on a consolidated basis, including without limitation cash, accounts receivable (net of adequate reserves), inventory, prepaid expenses and other current assets, less (ii) all current liabilities of the Subject Companies on a consolidated basis, including without limitation accounts payable, accrued salaries, accrued vacations,

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payroll taxes, benefits, worker’s compensation, insurance, deposits (whether or not refundable) made by customers on purchases from the Subject Companies and other current liabilities.

“Ordinary Course of Business” shall mean the ordinary course of business of BioSpin U.S. and its Subsidiaries consistent with past practice.

“Organizational Documents” shall mean (i) the articles or certificate of incorporation, the bylaws and any stockholders agreement of a corporation, (ii) the partnership agreement and any statement of partnership of a general partnership, (iii) the limited partnership agreement and the certificate of limited partnership of a limited partnership, (iv) the operating or limited liability company agreement and certificate of formation or organization of any limited liability company, (v) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person and (vi) any amendment to any of the foregoing.

“Parties” shall mean BioSpin U.S., BRKR and Sellers.

“Permits” shall mean all permits, licenses, approvals, certifications, registrations, franchises, notices and authorizations issued by any Governmental Authority that are used or held for use in, necessary or otherwise relate to the ownership, operation or other use of any business of BioSpin U.S. or its Subsidiaries.

“Permitted Liens” shall mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business for amounts which are not material and not yet due and payable and which secure an obligation of BioSpin U.S. or its Subsidiaries, (ii) Liens arising under Contracts with Third Parties entered into in the Ordinary Course of Business in respect of amounts still owing, which Liens are reflected in the Financial Statements, and (iii) Liens for Taxes that are not due and payable.

“Person” shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, Governmental Authority or other entity.

“Schedule” shall mean that schedule delivered to BRKR by Sellers prior to the execution of this U.S. SPA (each numbered Schedule of which qualifies only the correspondingly numbered representation, warranty or covenant to the extent specified therein).

“Significant Subsidiary” shall mean a Subsidiary that meets any of the following conditions:

(i)BioSpin U.S.’s and BioSpin U.S.’s other Subsidiaries’ investments in and advances to the Subsidiary exceed ten percent (10%) of the total assets of BioSpin U.S. and the Subsidiaries consolidated as of the end of the most recently completed fiscal year;

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(ii)BioSpin U.S.’s and BioSpin U.S.’s other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds ten percent (10%) of the total assets of BioSpin U.S.’s and the Subsidiaries consolidated at the end of the most recently completed fiscal year; or

(iii)BioSpin U.S. and BioSpin U.S.’s other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exceeds ten percent (10%) of such income of BioSpin U.S. and the Subsidiaries consolidated for the most recently completed fiscal year.

“Subsidiary” shall mean, with respect to any Person, any other corporation, partnership, limited liability company, joint venture or other entity in which such Person (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities, equity securities, profits interest or capital interest, (ii) is entitled to elect at least a majority of the board of directors or similar governing body or (iii) in the case of a limited partnership or limited liability company, is a general partner or managing member, respectively. When used without reference to a particular entity, Subsidiary means a Subsidiary of BioSpin U.S.

“Tax Return” shall mean any report, return, election, notice, estimate, declaration, information statement or other form or document (including all schedules, exhibits and other attachments thereto) relating to and filed or required to be filed with a Taxing Authority in connection with any Tax.

“Taxes” shall mean any and all federal, national, provincial, state, local and foreign taxes, assessments and other governmental charges, duties, impositions, levies and liabilities (including, without limitation, taxes based upon or measured by gross premiums, receipts, income, profits, sales, use or occupation, and value added, ad valorem, alternative or add-on minimum, transfer, gains, franchise, estimated, withholding, payroll, recapture, employment, excise, unemployment, insurance, social security, business license, occupation, business organization, stamp, environmental and property taxes), together with all interest, penalties and additions imposed with respect to such amounts. “Taxes” shall also mean any obligations under any agreements or arrangements with any Person with respect to the liability for, or sharing of, Taxes (including pursuant to Treasury Regulations Section 1.1502-6 or comparable provisions of state, local or foreign tax Law) and any liability for Taxes as a transferee or successor, by contract or otherwise.

“Taxing Authority” shall mean any federal, national, provincial, foreign, state or local government, or any subdivision, agency, commission or authority thereof exercising tax regulatory, enforcement, collection or other authority.

“Third Party” shall mean any Person not a party to this U.S. SPA, the Swiss Merger Agreement or the German SPA.

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“Treasury Regulations” shall mean the regulations, including temporary regulations, promulgated under the Code, as the same may be amended hereafter from time to time (including corresponding provisions of succeeding regulations).

“U.S.” shall mean the United States of America.

“WARN Act” shall mean Worker Adjustment and Retraining Notification Act, 29 U.S.C., Section 2101, et seq.

“Working Capital Escrow” shall mean an amount in cash equal to Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000).

“Working Capital Escrow Agent” shall mean Nixon Peabody LLP.

“Working Capital Escrow Agreement” shall mean the agreement between the Working Capital Escrow Agent, BRKR and Sellers in the form set forth hereto as Exhibit C.

(b)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
2007 Year-End Balance Sheet	2.7(a)
2007 Year-End Net Working Capital	2.7(a)
Accounts Receivable	4.15
Agreement	Preamble
Alternative Proposal	6.7(b)
Benefit Plan	4.19(a)
BioSpin Technologies	6.11(a)
BioSpin U.S.	Preamble
BioSpin U.S. Contract	4.11(b)
BioSpin U.S. Proprietary Rights	4.22(a)
BRKR	Preamble
BRKR Indemnified Parties	9.2
Bruker Physik	Recitals
Closing	2.3
Closing Cash	2.2
Closing Date	2.3
Cut-Off Date	2.5
Deposit	4.28
E&Y	2.5
Environmental Law	4.17(e)(ii)
Environmental Permits	4.17(e)(iii)
EPR	6.11(a)
ERISA	4.19(a)
ERISA Affiliate	4.19(d)
Financial Statements	4.9(a)

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German SPA	Recitals
Hazardous Substances	4.17(e)(i)
Indemnity Cap	9.5(a)
Invest	Recitals
Leased Real Property	4.16(b)
Merger Sub	Recitals
Minimum Net Working Capital	2.7(b)
MRI	6.11(a)
NMR	6.11(a)
Owned Proprietary Rights	4.22(a)
Pension Plan	4.19(a)
Proceedings	3.5
Proprietary Rights	4.22(a)
Purchase Price	2.2
Real Property	4.16(b)
Real Property Leases	4.16(b)
Refund	4.28
Related Party	4.12
Release	4.17(e)(iv)
Representatives	6.2
SciTec	Recitals
Sellers	Preamble
Shares	Recitals
Special Committee	Recitals
Special Dividend	Recitals
Subject Companies	Recitals
Swiss Merger Agreement	Recitals
Tax Deductible	9.2(d)
Techneon	Recitals
Trade Secrets	4.22(a)
Transactions	Recitals
U.S. Closing	2.3
U.S. SPA	Preamble
Welfare Plan	4.19(a)

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ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

Section 2.1Purchase and Sale of Shares. At the Closing, upon the terms and subject to the conditions set forth herein, Sellers shall sell, transfer, convey, assign and deliver to BRKR, and cause any other Person holding Shares at the Closing, to sell, transfer, convey, assign and deliver their Shares to BRKR, and BRKR shall purchase and acquire from Sellers, and any other Person holding Shares at the Closing, all of the Shares, free and clear of any Liens.

Section 2.2Purchase Price. The aggregate purchase price for all of the Shares shall be a cash payment in the amount of Ninety Nine Million Nine Hundred Sixty Two Thousand Five Hundred Fourteen Dollars ($99,962,514) (the “Purchase Price”). The Purchase Price payable to each Seller on the Closing Date shall be set forth opposite such Seller’s name under the heading “Closing Cash” (such amounts, each such Seller’s “Closing Cash”), the amount of the Indemnification Escrow allocable to each Seller shall be set forth opposite such Seller’s name under the heading “Indemnification Escrow”, and the amount of the Working Capital Escrow allocable to each Seller shall be set forth opposite such Seller’s name under the heading “Working Capital Escrow”, in each case on Schedule 2.2.

Section 2.3The Closing. The closing of the transactions contemplated by this U.S. SPA (the “Closing” or “U.S. Closing”) shall take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York, 10019, at 10:00 a.m., New York time, on the later of (i) January 23, 2008 and (ii) the first (1st) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or such other date as BRKR and Sellers may mutually agree in writing (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:01 a.m., New York time, on the Closing Date.

Section 2.4Deliveries at Closing. At the Closing:

(a)           Sellers shall deliver the following documents and deliverables to BRKR:

(i)stock certificates evidencing all of the shares of common stock of BioSpin U.S., including shares of common stock of BioSpin U.S., if any, held by Persons other than Sellers, outstanding at the Closing, duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;

(ii)a receipt to BRKR executed by each Seller for such Seller’s Closing Cash;

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(iii)an executed counterpart of the Indemnity Escrow Agreement as executed by each Seller;

(iv)an executed counterpart of the Working Capital Escrow Agreement as executed by each Seller; and

(v)all other documents and instruments required to be delivered by Sellers pursuant to this U.S. SPA or any Ancillary Agreement to which Seller is or is required to be a party, including those set forth in Article VII, and any other document or instrument reasonably requested by BRKR.

(b)BioSpin U.S. shall deliver to BRKR all documents and instruments required to be delivered by BioSpin U.S. pursuant to this U.S. SPA or any Ancillary Agreement to which BioSpin U.S. is or is required to be a party, including those set forth in Article VII, and any other document or instrument reasonably requested by BRKR.

(c)BRKR shall deliver the following documents and deliverables to each Seller:

(i)an amount equal to such Seller’s Closing Cash, by wire transfer to an account specified by such Seller in writing to BRKR no less than three (3) Business Days prior to the Closing Date;

(ii)an executed counterpart of the Indemnity Escrow Agreement as executed by BRKR;

(iii)an executed counterpart of the Working Capital Escrow Agreement as executed by BRKR; and

(iv)all other documents and instruments required to be delivered by BRKR pursuant to Article VII.

(d)BRKR shall deliver the following to the Escrow Agent:

(i)an amount equal to the Indemnity Escrow by wire transfer to an account specified by Escrow Agent in writing to BRKR no less than three (3) Business Days prior to the Closing Date;

(ii)an amount equal to the Working Capital Escrow by wire transfer to an account specified by Escrow Agent in writing to BRKR no less than three (3) Business Days prior to the Closing Date.

Section 2.5Indemnity Escrow. At the Closing, (a) BRKR, Sellers and the Indemnity Escrow Agent shall enter into the Indemnity Escrow Agreement and (b) the Indemnity Escrow shall be placed in escrow with the Indemnity Escrow Agent as security for fulfillment by Sellers of their obligations pursuant to Article IX of this U.S. SPA, Article X of the Swiss Merger Agreement and Article IX of the German SPA until the later of (x) the thirtieth (30th) day following the receipt by the Audit Committee of

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the combined GAAP financial statements of the Subject Companies audited by Ernst & Young LLP (“E&Y”) as of December 31, 2008 and for the year then ended (such thirtieth (30th) day being referred to as the “Cut-Off Date”) and (y) the resolution of any claim for indemnification with respect to which any BRKR Indemnified Party has provided Sellers notice of a claim for indemnification pursuant to Section 9.3(a) or the corresponding provisions of the Swiss Merger Agreement or the German SPA prior to the Cut-Off Date. Within three (3) Business Days following the later of (x) and (y) above, the Indemnity Escrow Agent shall release to Sellers the remaining Indemnity Escrow in accordance with the terms and conditions of the Indemnity Escrow Agreement. BRKR and Sellers shall each be responsible for fifty percent (50%) of the fees and expenses charged by the Indemnity Escrow Agent.

Section 2.6Working Capital Escrow. At the Closing, (a) BRKR, Sellers and the Working Capital Escrow Agent shall enter into the Working Capital Escrow Agreement and (b) the Working Capital Escrow shall be placed in escrow with the Working Capital Escrow Agent as security for any potential post-Closing adjustments to the Purchase Price pursuant to Section 2.7. Within twenty-five (25) days following their receipt of the 2007 Year-End Balance Sheet, after any payments to BRKR in accordance with Section 2.7(b), the Working Capital Escrow Agent shall release to Sellers the remaining Working Capital Escrow in accordance with the terms and conditions of the Working Capital Escrow Agreement. BRKR and Sellers shall each be responsible for fifty percent (50%) of the fees and expenses charged by the Working Capital Escrow Agent.

Section 2.7Working Capital Adjustment.

(a)BRKR will deliver to Sellers, as soon as reasonably practicable, an E&Y audited combined balance sheet of the Subject Companies as of December 31, 2007 (the “2007 Year-End Balance Sheet”). The 2007 Year-End Balance Sheet shall set forth the combined Net Working Capital of the Subject Companies as of December 31, 2007 (the “2007 Year-End Net Working Capital”).

(b)If the 2007 Year-End Net Working Capital is less than $180,000,000 (the “Minimum Net Working Capital”), Sellers shall cause the Working Capital Escrow Agent to pay the amount of any such difference to BRKR (in accordance with Schedule 2.7(b)) by wire transfer in immediately available funds, to an account or accounts designated by BRKR, within twenty-five (25) days following their receipt of the 2007 Year-End Balance Sheet, and the balance of the Working Capital Escrow, if any, to Sellers, pro rata to the Sellers’ contributions to the Working Capital Escrow.

Section 2.8Withholding. BRKR shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this U.S. SPA such amounts as it reasonably determines it should deduct and withhold with respect to the making of such payment under the Code and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, including any Taxing Authority, such amounts shall be treated

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for all purposes of this U.S. SPA as having been paid to the Person in respect of which such deduction and withholding was made by BRKR.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers hereby jointly and severally represent and warrant to BRKR (except with respect to the representations in Sections 3.8 and 3.9, which are made by each Seller in its individual capacity), as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 3.1Power and Authority. Sellers have all necessary power and authority to execute, deliver and perform this U.S. SPA and, as of the Closing Date, the Ancillary Agreements, if any, to which it will become a party.

Section 3.2Enforceability. This U.S. SPA and, as of the Closing Date, each Ancillary Agreement to which any Seller is a party have been duly executed and delivered by Sellers and (assuming due authorization, execution and delivery by BRKR), constitutes a legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 3.3No Violation. Sellers’ execution and delivery of this U.S. SPA and, as of the Closing Date, any Ancillary Agreement to which any Seller is a party, the consummation of the transactions contemplated hereby or thereby or compliance by Sellers with any of the provisions hereof or thereof will not (a) result in the creation of any Lien upon the Shares under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement or any other instrument or obligation to which any Seller is a party or by which Sellers or the Shares may be bound or affected, by Law or otherwise, (b) violate any Law applicable to Sellers or the Shares or (c) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which any of the Sellers a party or by which any of the Sellers may be bound.

Section 3.4No Conflict. The execution and delivery of this U.S. SPA or, as of the Closing Date, any Ancillary Agreement by Sellers and the consummation of the transactions contemplated hereby or thereby, assuming all required filings, consents, approvals, authorizations and notices set forth on Schedule 3.4 have been made, given or obtained, do not and shall not adversely affect the ability of Sellers or BioSpin U.S. to enter into, perform their obligations under, and to consummate or materially delay the consummation of, the transactions contemplated by this U.S. SPA or any Ancillary Agreement.

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Section 3.5Litigation. There is no action, proceeding, claim, suit, arbitration, opposition, challenge, proceeding, charge or investigation (collectively, “Proceedings”) pending or, to the Knowledge of Sellers, threatened that relates, directly or indirectly, to this U.S. SPA, the Shares or any action taken or to be taken in connection with this U.S. SPA or any Ancillary Agreement.

Section 3.6No Other Agreement. No Seller has any obligation, absolute or contingent, to any other individual, corporation, partnership, trust, limited liability company, association, joint venture or any similar entity to sell the Shares.

Section 3.7No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for Sellers in connection with this U.S. SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this U.S. SPA or, as of the Closing Date or the transactions contemplated hereby or thereby.

Section 3.8Ownership of the Shares. Each Seller has good and valid title to, and owns of record and beneficially, Shares in the amount set forth next to such Seller’s name under the caption “Shares of BioSpin U.S. Stock Owned” on Schedule 2.2, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws.

Section 3.9Withholding Tax. Each Seller represents that no withholding of any U.S. federal Tax, German Tax or any other Tax is required with respect to any payment to be made to such Seller in connection with the transactions contemplated by this U.S. SPA and each Seller agrees that it will provide to BRKR in a timely manner such form or forms, accurately and completely filled out and executed, as may be necessary in the opinion of BRKR to establish such Seller’s entitlement to exemption from any such withholding.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING BIOSPIN U.S.

BioSpin U.S. and Sellers, jointly and severally, hereby represent and warrant to BRKR, as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 4.1Organization and Good Standing. BioSpin U.S. and each Significant Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, partnership or limited liability company authority and power to own, lease, operate and otherwise hold its property and assets and to conduct its business as currently being conducted. BioSpin U.S. and each Subsidiary is duly qualified to do business as a foreign company and is in good standing in each jurisdiction where the property owned by BioSpin U.S. and each Subsidiary or the nature of its business requires such qualification, except where the

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failure to be so qualified could not reasonably be expected to have an adverse effect on BioSpin U.S. or any Subsidiary in any material respect.

Section 4.2Authorization and Effect of Agreement.

(a)The execution and delivery by BioSpin U.S. of this U.S. SPA and, as of the Closing Date, the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby or thereby on or prior to the Closing, have been duly and validly authorized and approved by all requisite action on the part of BioSpin U.S. (including approval of the holders of all of the outstanding Shares), and no other action by BioSpin U.S. is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions.

(b)This U.S. SPA and, as of the Closing Date, the Ancillary Agreements to which BioSpin U.S. is a party have been duly executed and delivered by BioSpin U.S., and (assuming due authorization, execution and delivery by BRKR and Sellers) this U.S. SPA and, as of the Closing Date, each such Ancillary Agreement constitutes a legal, valid and binding obligation of BioSpin U.S., enforceable against BioSpin U.S. in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 4.3Capitalization of BioSpin U.S.

(a)As of the date hereof, the capital stock of BioSpin U.S. consists of 20,000,000 shares of common stock, par value $0.01 per share, of which 8,869,830 are issued and outstanding on the date hereof and held of record and beneficially by Sellers as set forth on Schedule 2.2. There are no shares of preferred stock authorized or outstanding. The Shares held by Sellers constitute all of the issued and outstanding shares of capital stock of BioSpin U.S. as of the date hereof and have been duly authorized and are validly issued, fully paid and nonassessable and have not been issued and were not issued in violation of any preemptive or other similar right. Sellers have good and valid title to, own of record and beneficially, the Shares, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated by this U.S. SPA and registration of the Shares in the name of BRKR in the stock records of BioSpin U.S., BRKR will own all the Shares free and clear of all Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated by this U.S. SPA, the Shares will be fully paid and nonassessable.

(b)BioSpin U.S. has not issued any securities in violation of any preemptive or similar rights and there are no options, warrants, calls, rights or other securities convertible into or exchangeable or exercisable for equity securities of BioSpin U.S., any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase, redemption or other

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acquisition of equity interests of BioSpin U.S., and there are no agreements of any kind which may obligate BioSpin U.S. to issue, purchase, redeem or otherwise acquire any of its equity interests. No shares of the issued and outstanding shares of common stock of BioSpin U.S. are held in the treasury of BioSpin U.S. There are no voting agreements, shareholder’s agreements, proxies or other similar agreements or understandings with respect to the equity interests of BioSpin U.S.

(c)The stock register of BioSpin U.S. accurately records: (i) the name and address of each Person owning Shares and (ii) the certificate number of each certificate evidencing shares of capital stock issued by BioSpin U.S., the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

Section 4.4Capitalization of the Subsidiaries; Other Interests.

(a)Schedule 4.4(a) sets forth each of BioSpin U.S.’s directly and indirectly owned Subsidiaries. Schedule 4.4(a) sets forth the designation, par value and the number of authorized, issued and outstanding shares of capital stock or membership interests for each Subsidiary and the number and percentage ownership interest of BioSpin U.S. (if direct) or of BioSpin U.S.’s Subsidiary (if indirect) in each such Subsidiary. All of the outstanding shares of capital stock or membership interests of each Subsidiary (i) are duly authorized and are validly issued, fully paid and nonassessable and have not been issued and were not issued in violation of any preemptive or other similar right and (ii) are owned of record and beneficially by BioSpin U.S. or the Subsidiary set forth on Schedule 4.4(a), in each case, free and clear of any Lien other than Permitted Liens or restrictions on transfer which may arise solely under applicable securities Laws.

(b)There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity interests of the Subsidiaries, any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase or, redemption or other acquisition of equity interests of the Subsidiaries, and there are no agreements of any kind which may obligate the Subsidiaries to issue, purchase, redeem or otherwise acquire any of their respective equity interests. There are no voting agreements, shareholder’s agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Subsidiaries.

(c)Neither BioSpin U.S. nor any Subsidiary owns, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or other Person other than in a Subsidiary.

Section 4.5No Conflict. The execution and delivery by BioSpin U.S. of this U.S. SPA or any Ancillary Agreement and the consummation by BioSpin U.S. of the transactions contemplated hereby and thereby do not and shall not:

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(a)violate, conflict with or result in the breach of any Organizational Document of BioSpin U.S.;

(b)violate or conflict with any Law applicable to BioSpin U.S. or the Subsidiaries or any of their respective assets, properties or businesses or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority, except for the applicable notification and waiting period requirements of the HSR Act and the requirements of the antitrust laws of any relevant jurisdiction; or

(c)except as described on Schedule 4.5(c), (i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which BioSpin U.S. or any Subsidiaries is a party or by which BioSpin U.S. or any Subsidiaries may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien under any such Contract or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien;

except, in the case of clause (c) above, for any conflict, breach, default, termination or Lien that would not reasonably be expected to (A) adversely affect in any material respect the ability of BioSpin U.S. to enter into, perform its obligations under, and to consummate the transactions contemplated by, this U.S. SPA or (B) adversely affect in any material respect the business, operations (including results of operations), assets, liabilities or financial condition of BioSpin U.S. and the Subsidiaries.

Section 4.6Permits; Compliance with Law.

(a)BioSpin U.S. and the Subsidiaries hold all Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws. Schedule 4.6(a) sets forth a true and complete list of all such Permits. All Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Permits. No Proceeding is pending or, to the Knowledge of BioSpin U.S., threatened, to suspend, revoke, withdraw, modify or limit any Permit. The transactions contemplated by this U.S. SPA or any Ancillary Agreement do not give rise to the requirement of any consent, approval or modification in order for each Permit to continue to be valid and in full force and effect following the Closing.

(b)BioSpin U.S. and the Subsidiaries are and have been in compliance with and are not in default under any Law applicable to BioSpin U.S. or any of the Subsidiaries or any of their respective properties, assets or businesses.

Section 4.7Books and Records. Except as set forth on Schedule 4.7, (i) true and complete copies of the Organizational Documents of BioSpin U.S. and the Significant Subsidiaries, as currently in effect, have heretofore been delivered to BRKR; (ii) the minute books of BioSpin U.S. and the Significant Subsidiaries accurately reflect in all material respects all actions taken at meetings, or by written consent in lieu of

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meetings, of the stockholders, boards of directors (or other governing body) and all committees of the boards of directors (or other governing body) of BioSpin U.S. and the Significant Subsidiaries, as the case may be, and (iii) all corporate actions and other actions taken by BioSpin U.S. and the Significant Subsidiaries, as the case may be, have been duly authorized, and no such actions taken by BioSpin U.S. and the Significant Subsidiaries, as the case may be, have been taken in breach or violation of the Organizational Documents of BioSpin U.S. and the Significant Subsidiaries.

Section 4.8Litigation. There are no Proceedings pending or, to the Knowledge of BioSpin U.S., threatened that relate, directly or indirectly, to this U.S. SPA or any Ancillary Agreement to which BioSpin U.S. is a party, or any action taken or to be taken in connection with this U.S. SPA or any Ancillary Agreement. Except as set forth on Schedule 4.8, there are no Proceedings pending or, to the Knowledge of BioSpin U.S., threatened that relate to (a) BioSpin U.S. or any Subsidiary or their respective assets, properties or businesses or (b) the officers, directors, employees, stockholders or Affiliates of BioSpin U.S. (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements that apply, in whole or in part, to BioSpin U.S. or any Subsidiary or their respective assets, properties or business.

Section 4.9Financial Statements; Undisclosed Liabilities.

(a)BioSpin U.S. has furnished BRKR true and complete copies of the audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for each of the fiscal years ended as of December 31, 2005 and 2006, the related opinion of E&Y, the independent accountants of the Subject Companies, and the unaudited combined balance sheet and the related unaudited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 (collectively, together with the related notes thereto, the “Financial Statements”).

(b)The Financial Statements fairly present in all material respects the financial position and the results of operations of the Subject Companies as of the respective dates thereof and for the respective periods then ended. The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein or in the notes thereto. The Financial Statements have been prepared in accordance with the books and records of the Subject Companies consistent with past practice.

(c)Except (i) as reflected or adequately reserved against in the Financial Statements and (ii) liabilities which have been incurred since December 31, 2006 in the Ordinary Course of Business, there are no liabilities or obligations, secured or unsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the Subject Companies or that would materially delay the consummation of the transactions contemplated by this U.S. SPA.

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Section 4.10Absence of Certain Changes. Except as set forth on Schedule 4.10, since December 31, 2006, (a) BioSpin U.S. and the Subsidiaries have been operated in the Ordinary Course of Business, (b) neither BioSpin U.S. nor any Subsidiary has taken or agreed to take any of the actions set forth in Section 6.1, (c) there has not occurred any event or condition that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect, (d) there have been no actual or threatened cancellations or terminations by any material producer, agent, supplier, customer or contractor of BioSpin U.S. or any Subsidiary and (e) there has been no material damage to or loss or theft of any of the material assets of BioSpin U.S. or any Subsidiary.

Section 4.11Contracts.

(a)Schedule 4.11(a) sets forth a complete and accurate list of the following Contracts to which (x) BioSpin U.S. or any Significant Subsidiary is a party or by which BioSpin U.S. or any Significant Subsidiary or any of their respective properties or assets is or may be bound or (y) any other Subsidiary is a party or by which any such Subsidiary or any of its properties or assets is or may be bound which is material to BioSpin U.S. and the Subsidiaries taken as a whole:

(i)employment Contracts with (a) any current officer, manager, director or Employee and (b) any former officer, manager, director or Employee with respect to which BioSpin U.S. or any Subsidiary remains liable for any obligations thereunder (the name, position or capacity and rate of compensation of each such person and the expiration date of each such Contract being set forth in accordance with this Section 4.11(a)), other than standard contracts required under local Law or custom;

(ii)all Contracts (other than employment contracts) with any current or former officer, manager, director, stockholder, member, Employee, consultant, agent or other representative or with an entity in which any of the foregoing is a controlling person (excluding any Contracts with respect to which BioSpin U.S. and its Subsidiaries have no liabilities for any obligations thereunder);

(iii)all lease, sublease, rental or other Contracts under which BioSpin U.S. or any Subsidiary is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts;

(iv)all collective bargaining or other labor or union Contracts;

(v)all instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating to the extension of credit or the granting of a Lien other than Permitted Liens, or any Contract of guarantee in favor of any Person or entity other than BioSpin U.S. or any Subsidiary;

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(vi)all confidentiality Contracts (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(vii)all partnership or joint venture Contracts;

(viii)all Contracts relating to licenses of trademarks, trade names, service marks or other BioSpin U.S. Proprietary Rights;

(ix)all other Contracts material to the business of BioSpin U.S. or any Subsidiary, other than any Contracts having only Subject Companies as parties; and

(x)each amendment, supplement and modification in respect of any of the foregoing.

(b)Schedule 4.11(b) sets forth a complete and accurate list of the following Contracts (x) to which BioSpin U.S. or any Subsidiary is a party or (y) by which BioSpin U.S. or any Subsidiary or any of their respective properties or assets is or may be bound (such Contracts collectively, along with the Contracts listed on Schedule 4.11(a), the “BioSpin U.S. Contracts”):

(i)all lease, sublease, rental, licensing use or similar Contracts with respect to personal property providing for annual rental license or use payments in excess of $200,000 or the guarantee of any such lease, sublease, rental or other Contracts;

(ii)all Contracts containing any covenant or provision limiting the freedom or ability of BioSpin U.S. or any Subsidiary to engage in any line of business, engage in business in any geographical area or compete with any other Person;

(iii)all Contracts (other than Contracts having only Subject Companies as parties) for the purchase or sale of materials, supplies or equipment (including computer hardware and software), or the provision of services (including consulting services, data processing and management, project management services and clinical trial management), involving total payments in excess of $1,000,000 or containing any escalation, renegotiation or redetermination provisions, which Contracts are not terminable at will without liability, premium or penalty by BioSpin U.S. or any Subsidiary;

(iv)all Contracts, purchase orders or service agreements relating to capital expenditures of BioSpin U.S. or any Subsidiary involving total payments in excess of $200,000;

(v)all Contracts between or among (A) BioSpin U.S. or any Subsidiary, on the one hand, and (B) any Seller, Affiliate of any Seller, (other than the Subject Companies) or any Related Party on the other hand;

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(vi)all Contracts (A) outside the Ordinary Course of Business for the purchase, acquisition, sale or disposition of any assets or properties or (B) for the grant to any Person (excluding BioSpin U.S. or any Subsidiary) of any option or preferential rights to purchase any assets or properties;

(vii)all Contracts (other than Contracts having only Subject Companies as parties) pursuant to which there is either a current or future obligation of BioSpin U.S. or any Subsidiary to make payments or provide services for a value in excess of $200,000 in any twelve (12) month period;

(viii)all Contracts under which BioSpin U.S. or any Subsidiary agrees to indemnify any Person (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(ix)all noncompetition, nonsolicitation and any similar Contracts;

(x)all “earn-out” agreements or arrangements or any similar Contracts;

(xi)each amendment, supplement and modification in respect of any of the foregoing.

(c)(i) Each BioSpin U.S. Contract (including, for purposes of this Section 4.11(c), all Contracts that would be deemed a “BioSpin U.S. Contract” but for the fact that a Subject Company is a party thereto) is legal, valid, binding and enforceable against BioSpin U.S. or the Subsidiary that is party thereto and against each other party thereto, is in full force and effect and (ii) no party is in material breach or default, and no event has occurred which would constitute (with or without notice or lapse of time or both) a material breach or default (or give rise to any right of termination, modification, cancellation or acceleration) or material loss of any benefits under any BioSpin U.S. Contract.

Section 4.12Transactions with Affiliates. Except as set forth on Schedule 4.12, no Related Party, either currently or at any time since December 31, 2003 (a) has or has had any interest in any property (real or personal, tangible or intangible) that BioSpin U.S. or any Subsidiary uses or has used in or pertaining to the business of BioSpin U.S. or any Subsidiary or (b) has or has had any business dealings, contracts, agreements, arrangements, understandings or any financial interest in any transaction with BioSpin U.S. or any Subsidiary or involving any assets or property of BioSpin U.S. or any Subsidiary, other than business dealings or transactions conducted in the Ordinary Course of Business at prevailing market prices and on prevailing market terms. For purposes of this U.S. SPA, the term “Related Party” shall mean as of any time: Sellers, any executive officer, member, manager or director, ten percent (10%) stockholder (including any executive officers, members, managers or directors thereof) or Affiliate of BioSpin U.S. or any Subsidiary or at such time, any present or former known spouse, sibling, parent or child of any such Sellers, executive officer, member, manager, director

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or Affiliate of BioSpin U.S. or any Subsidiary or any trust or other similar entity for the benefit of any of the foregoing Persons; provided, however, that the term “Related Party” shall not be deemed to include any Subject Company. BRKR has been provided with true and complete copies of all documents listed on Schedule 4.12 and any amendments thereto.

Section 4.13Labor Relations.

(a)Except as set forth on Schedule 4.13, (i) as of the date of this U.S. SPA, there is no labor dispute, controversy, arbitration, grievance, strike, slowdown, lockout or work stoppage against BioSpin U.S. or any Subsidiary pending or threatened which may interfere with the business activities of BioSpin U.S. or any Subsidiary. Neither BioSpin U.S. nor any Subsidiary is a party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices or any other labor-related agreements or arrangements with any labor union, labor organization or works council, (ii) there are no labor agreements, collective bargaining agreements, work rules or practices or any other labor-related agreements or arrangements that pertain to any Employees. None of the Employees is represented by any labor organization with respect to such Employees’ employment or other service with BioSpin U.S. or any Subsidiary, (iii) no labor union, labor organization, works council or group of Employees of BioSpin U.S. or any Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) there are no organizational efforts presently being made involving any of the presently unorganized Employees and (v) neither BioSpin U.S. nor any Subsidiary is a party to, or otherwise bound by, any order relating to Employees or employment practices.

(b)BioSpin U.S. and each Subsidiary is in compliance in all material respects with all applicable Laws and orders applicable to such entities or the Employees or other persons providing services to or on behalf of such entities, as the case may be, relating to the employment of labor, including all such Laws and orders relating to discrimination, civil rights, immigration, safety and health, workers’ compensation, wages, withholding, hours, and employment standards, including the WARN Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, Health Insurance Portability and Accessibility Act, ERISA and Family and Medical Leave Act.

(c)BioSpin U.S. and each Subsidiary has, in all material respects, properly classified the employment or other service status of all Employees, independent contractors and other persons providing services to or on behalf of BioSpin U.S. or any Subsidiary for purposes of compliance with (i) all applicable Laws and (ii) the terms or tax qualification requirements of any Benefit Plan or other benefit arrangement.

Section 4.14Insurance. Schedule 4.14 sets forth a true and complete list of all insurance policies currently maintained relating to BioSpin U.S. and each

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Subsidiary, including those which pertain to BioSpin U.S.’s and each Subsidiary’s assets, directors, officers or employees or operations, and all such insurance policies are in full force and effect and all premiums due thereunder have been paid. There is no material claim outstanding under any such insurance policies and there are no existing circumstances likely to give rise to a claim under any such insurance policies. BioSpin U.S. has not received notice of cancellation of any such insurance policies. BioSpin U.S. has provided to BRKR true and complete copies of all insurance policies (including any amendments thereto) listed on Schedule 4.14.

Section 4.15Accounts Receivable. All accounts receivable, notes receivable and other indebtedness of BioSpin U.S. and each Subsidiary (the “Accounts Receivable”) reflected in the Financial Statements or which arose subsequent to December 31, 2006, represent bona fide, arm’s-length transactions for the sale of goods or performance of services actually delivered in the Ordinary Course of Business and, in the case of Accounts Receivable, have been billed or invoiced in the Ordinary Course of Business consistent with past practice. Except to the extent expressly reserved against or reflected on the Financial Statements (which reserves are consistent with past practice) or paid prior to the Closing, the Accounts Receivable are or will be as of the Closing Date, collectible in the Ordinary Course of Business.

Section 4.16Real Property; Leases.

(a)Neither BioSpin U.S. nor any Subsidiary owns any real property.

(b)Schedule 4.16(b)(i) contains a complete and correct list of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which BioSpin U.S. or any Subsidiary is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any other Person (the “Leased Real Property” or the “Real Property”). BioSpin U.S. has delivered to BRKR true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) there exists no default under such Real Property Lease by BioSpin U.S. or any Subsidiary nor is there any event which, with notice or the passage of time or both, could ripen into a default and neither BioSpin U.S. nor any Subsidiary has received written notice of any such default and (ii) to the Knowledge of BioSpin U.S., there exists no default by any other Person thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. Each Real Property Lease is a legal, valid and binding obligation of BioSpin U.S. and/or each Subsidiary, and, to the Knowledge of BioSpin U.S., each other party thereto, enforceable against each such other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the transactions contemplated by this U.S. SPA or any Ancillary Agreement requires no Consents from any Person, except as set forth on Schedule 4.16(b)(ii) (which Consents have been obtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the amounts payable under or modification to any Real Property Lease. BioSpin U.S. and the Subsidiaries hold good and valid leasehold estates

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in the Leased Real Property and the Real Property constitutes all of the real property necessary for the conduct of BioSpin U.S.’s and the Subsidiaries respective businesses.

(c)(i) There is no pending or, to the Knowledge of BioSpin U.S., threatened condemnation (or similar proceedings) of all or any part of the Real Property, and neither BioSpin U.S. nor any Subsidiary has assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, (ii) to the Knowledge of BioSpin U.S., there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any applicable Laws that could, individually or in the aggregate, result in a Material Adverse Effect, nor has BioSpin U.S. or any Subsidiary received any notice of any special assessment proceedings affecting any Real Property, or applied for any change to the zoning or land use status of any Real Property, (iii) to the Knowledge of BioSpin U.S., there are no defects, structural or otherwise, with respect to any of the Real Property (or any improvements located thereon), which could reasonably be anticipated to have a material adverse impact on the value or utility of any such parcel of Real Property and (iv) there are no easements, Liens or other agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the Real Property.

Section 4.17Environmental.

(a)BioSpin U.S. and the Subsidiaries hold all Environmental Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws; Schedule 4.17(a) sets forth a true and complete list of all such Environmental Permits. All such Environmental Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Environmental Permits. No Proceeding is pending or, to the Knowledge of BioSpin U.S., threatened, to suspend, revoke, withdraw, modify or limit any such Environmental Permit. The transactions contemplated by this U.S. SPA or any Ancillary Agreement do not give rise to the requirement of any filing, consent, approval or modification in order for each Environmental Permit to continue to be valid and in full force and effect following the Closing.

(b)BioSpin U.S. and the Subsidiaries comply and have complied in all respects with and are not in default under any Environmental Law applicable to BioSpin U.S. or any of its Subsidiaries or any of their respective properties or assets.

(c)There are no Proceedings arising under any Environmental Law pending or, to the Knowledge of BioSpin U.S., threatened that relate to (i) BioSpin U.S. or any Subsidiary or their respective assets, properties or businesses or (ii) the officers, directors, employees, stockholders or Affiliates of BioSpin U.S. (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements arising under any Environmental Law that apply, in whole or in part, to BioSpin U.S. or any Subsidiary or their respective assets, properties or business.

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(d)Except as set forth on Schedule 4.17(d), there has been no Release or threatened Release of any Hazardous Substance from, and no Hazardous Substances are present at, on or beneath, any property currently or formerly owned, leased or operated by BioSpin U.S. or any Subsidiary or, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, at any other location, including any location at which any Hazardous Substances manufactured, used or generated by BioSpin U.S. or any Subsidiary have been stored, treated or disposed.

(e)(i)“Hazardous Substances” shall mean any pollutant, contaminant, hazardous substance, hazardous waste, medical waste, special waste, toxic substance, petroleum or petroleum-derived substance, waste or additive, radioactive material, or other compound, element, material or substances in any form (including products) regulated, restricted or addressed by or under any applicable Environmental Law.

(ii)“Environmental Law” shall mean any Law relating to the environment, natural resources or the safety or health of human beings or other living organisms, including the manufacture, distribution in commerce, use or presence of hazardous substances.

(iii)“Environmental Permits” shall mean all Permits required under Environmental Laws.

(iv)“Release” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposal (except orderly offsite disposal via qualified hazardous waste disposal contractors) or emission.

Section 4.18No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for BioSpin U.S. in connection with this U.S. SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this U.S. SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 4.19Employee Benefits.

(a)Schedule 4.19(a) contains a list of: (i) each “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and referred to herein as a “Pension Plan”), (ii) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA and referred to herein as a “Welfare Plan”) and (iii) each other material plan, fund, program, arrangement or agreement (including any material employment or consulting agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits to any current or former Employee, officer, manager or director of BioSpin U.S.

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or any Subsidiary (or any other individual providing non-professional services (directly or through a personal services corporation) as an independent contractor, consultant or agent to BioSpin U.S.) that is maintained, or contributed to, or required to be contributed to, by BioSpin U.S., any Subsidiary or by any third-party leasing or similar organization in respect of any Employees (each such plan, any Pension Plan and any Welfare Plan referred to herein as a “Benefit Plan”).

(b)With respect to each Benefit Plan, BioSpin U.S. has delivered to BRKR true, complete and correct copies of: (i) such Benefit Plan (or, in the case of an unwritten Benefit Plan, a written description thereof), (ii) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect to such Benefit Plan (if any such report was required), (iii) the most recent summary plan description and all subsequent summaries of material modifications for such Benefit Plan (if a summary plan description was required), (iv) each trust agreement and group annuity contract relating to such Benefit Plan, if any, (v) the most recent determination letter from the IRS with respect to such Benefit Plan, if any, and (vi) the most recent actuarial valuation with respect to such Benefit Plan, if any. Except as specifically provided in the foregoing documents delivered to BRKR, there are no amendments to any Benefit Plan that have been adopted or approved by BioSpin U.S. or any Subsidiary that are not reflected in the applicable Benefit Plan and neither BioSpin U.S. nor any Subsidiary has undertaken to or committed to make any such amendments or to establish, adopt or approve any new Benefit Plan.

(c)Each Benefit Plan has, in all material respects, been established, funded, maintained and administered in compliance with its terms and with the applicable provisions of ERISA, the Code and all other applicable Laws. Each Benefit Plan and any trust established pursuant thereto intended to be qualified and tax exempt under Sections 401(a) and 501(a) have been the subject of a favorable and up-to-date determination letter from the IRS, or a timely application therefor has been filed, to the effect that such Benefit Plan and trust are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no circumstances exist and no events have occurred that could adversely affect the qualification of any Benefit Plan or the related trust.

(d)With respect to each Benefit Plan, there has not occurred, and no person or entity is contractually bound to enter into, any nonexempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA. BioSpin U.S. does not sponsor or contribute to any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. Neither BioSpin U.S., any Subsidiary nor any ERISA Affiliate of BioSpin U.S. has maintained, contributed to or been required to contribute to (i) any plan in the past six (6) years that is subject to the provisions of Title IV of ERISA or (ii) any plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA. For purposes hereof, “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

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(e)(i) Neither BioSpin U.S. nor any Subsidiary is obligated under any Welfare Plan to provide life, health, medical, death or other welfare benefits with respect to any current or former Employee (or their beneficiaries or dependents) of BioSpin U.S., any Subsidiary or their respective predecessors after termination of employment or other service, except as required under Section 4980B of the Code or Part 6 of Title I of ERISA or other applicable Law, (ii) BioSpin U.S. and each Subsidiary has complied in all material respects with the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder, and any other applicable Law with respect to each Welfare Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code, and (iii) no Welfare Plan that is a group health plan, which is maintained, contributed to or required to be contributed to by BioSpin U.S. or any Subsidiary, is a self-insured plan.

(f)Except as set forth on Schedule 4.19(f), (i) all contributions or premiums owed by BioSpin U.S. or any Subsidiary with respect to Benefit Plans under Law, contract or otherwise have been made in full and on a timely basis, (ii) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed, (iii) all amounts that BioSpin U.S. or any Subsidiary is legally or contractually required to deduct from the salaries of their Employees have been duly paid into the appropriate fund or funds and (iv) there are no pending or, to the Knowledge of BioSpin U.S., threatened, material claims, lawsuits, arbitrations or audits asserted or instituted against any Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) of any Benefit Plan, BioSpin U.S., any Subsidiary, any Employee, or administrator thereof, in connection with the existence, operation or administration of a Benefit Plan, other than routine claims for benefits.

(g)Neither the execution and delivery of this U.S. SPA nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) cause or result in the accelerated vesting, funding or delivery of, or increase the amount or value of, any material payment or benefit to any manager, officer, Employee, consultant or independent contractor of BioSpin U.S. or any Subsidiary, (ii) cause or result in the funding of any Benefit Plan or (iii) cause or result in a limitation on the right of BioSpin U.S. to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable by BioSpin U.S. or any Subsidiary in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

(h)Neither BioSpin U.S., any Subsidiary nor any Person acting on behalf of BioSpin U.S. or any Subsidiary has made or entered into any legally binding commitment with any current or former managers, officers, Employees, consultants or independent contractors of BioSpin U.S. or any Subsidiary to the effect that, following the date hereof, (i) any benefits or compensation provided to such Persons under existing

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Benefit Plans or under any other plan or arrangement will be enhanced or accelerated, (ii) any new plans or arrangements providing benefits or compensation will be adopted, (iii) any Benefit Plan will be continued for any period of time or cannot be amended or terminated at any time or for any reason, (iv) any Benefit Plan or arrangement provided by BioSpin U.S. or any Subsidiary will be made available to such Persons, or (v) any trusts or other funding mechanisms will be required to be funded.

Section 4.20Employees.

(a)Schedule 4.20(a) sets forth (i) the name, title and total compensation (payable by BioSpin U.S.) of each officer, manager and director of BioSpin U.S. and the Subsidiaries and each other Employee and agent whose total compensation (so payable and including bonuses and commissions) for the year ended December 31, 2006 equaled or exceeded $150,000 or who will receive compensation (including bonuses and commissions) for the year ending December 31, 2007 equal to or in excess of $150,000, (ii) all bonuses and other incentive compensation received by such Persons since January 1, 2006 and any accrual for such bonuses and incentive compensation and (iii) all Contracts or commitments by BioSpin U.S. or any Subsidiary to increase the compensation or to modify the conditions or terms of employment or other service of any of its officers, managers, Employees, consultants and agents whose total compensation (including bonuses and commissions) exceeds $150,000 per annum.

(b)To the Knowledge of BioSpin U.S., except with respect to BRKR, no officer, manager or director of BioSpin U.S. or any Subsidiary or any Employee, consultant or agent of BioSpin U.S. or any Subsidiary is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Person and any other Person that will (i) materially affect the performance by such Person of such Person’s duties to BioSpin U.S. or any Subsidiary or (ii) materially affect the ability of BioSpin U.S. or any Subsidiary to conduct its business.

(c)No executive, key Employee or significant group of Employees has given notice to BioSpin U.S. or any Subsidiary to terminate employment or service with BioSpin U.S. or any Subsidiary during the next twelve (12) months.

Section 4.21Taxes and Tax Returns. Except as provided on Schedule 4.21:

(a)All Tax Returns required to be filed by or with respect to BioSpin U.S. or any Subsidiary or their respective assets and operations have been timely filed. All such Tax Returns (i) were prepared in the manner required by applicable Law, (ii) are true, correct and complete in all material respects and (iii) accurately reflect the liability for Taxes of BioSpin U.S. and each Subsidiary. All Taxes due and owing by any of BioSpin U.S. and any Subsidiary on or before the date hereof (whether or not shown on any Tax Returns) have been fully paid, or have been adequately reserved for in accordance with applicable GAAP (including the recent pronouncement under FIN 48, Accounting for Uncertainty in Income Taxes) on the Financial Statements. True, correct

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and complete copies of all federal, state, local and foreign Tax Returns of or including BioSpin U.S. and the Subsidiaries filed in the previous five (5) years have been provided to BRKR prior to the date hereof.

(b)BioSpin U.S. and the Subsidiaries have timely paid, or caused to be paid, all Taxes required to be paid, whether or not shown (or required to be shown) on a Tax Return, and BioSpin U.S. and the Subsidiaries have accrued for the payment in full of all Taxes not yet due and payable on the balance sheet included in the Financial Statements for BioSpin U.S.’s fiscal year ended December 31, 2006. Since December 31, 2006, neither BioSpin U.S. nor any Subsidiary has incurred any liability for Taxes other than Taxes incurred in the Ordinary Course of Business.

(c)BioSpin U.S. and the Subsidiaries have complied in all material respects with the provisions of the Code relating to the withholding and payment of Taxes, including the withholding and reporting requirements under Sections 1441 through 1464, 3101 through 3510, and 6041 through 6053 of the Code and related Treasury Regulations, have complied in all material respects with all provisions of state, local and foreign Law relating to the withholding and payment of Taxes, and have, within the time and in the manner prescribed by Law, withheld the applicable amount of Taxes required to be withheld from amounts paid to any Employee, independent contractor or other third-party and paid over to the proper Governmental Authorities all amounts required to be so paid over.

(d)None of the Tax Returns of or relating to BioSpin U.S. or any Subsidiary has been examined by the IRS or any state, local or foreign Taxing Authorities and no adjustment relating to any Tax Return of or including BioSpin U.S. or any Subsidiary or their respective assets or operations has been proposed or threatened formally or informally by any Taxing Authority. Neither BioSpin U.S. nor any Subsidiary has entered into a closing agreement pursuant to Section 7121 of the Code (or an analogous provision of state, local or foreign Law). There are no examinations or other administrative or court proceedings relating to Taxes in progress or pending, and there is no existing, pending or threatened claim, proposal or assessment against BioSpin U.S. or any Subsidiary or relating to their assets or operations asserting any deficiency for Taxes.

(e)No claim has ever been made by any Taxing Authority with respect to BioSpin U.S. or any Subsidiary in a jurisdiction where BioSpin U.S. or any Subsidiary does not file Tax Returns that BioSpin U.S. or any Subsidiary is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of BioSpin U.S. or any Subsidiary that arose in connection with any failure (or alleged failure) to pay any Taxes and, except for liens for real and personal property Taxes that are not yet due and payable, there are no liens for any Taxes upon any assets of BioSpin U.S. or any Subsidiary.

(f)No extension of time with respect to any date by which a Tax Return was or is to be filed by or with respect to BioSpin U.S. or any Subsidiary is in force, and no waiver or agreement by BioSpin U.S. or any Subsidiary is in force for the extension of time for the assessment or payment of any Taxes.

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(g)Neither BioSpin U.S. nor any of the Subsidiaries has granted a power of attorney to any Person with respect to any Taxes.

(h)Neither BioSpin U.S. nor any Subsidiary is, or is a party to, and neither BioSpin U.S. nor any Subsidiary owns an interest in, a joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. Neither BioSpin U.S. nor any Subsidiary owns any membership or other equity interest, or any other interest, in any other Person.

(i)There are no outstanding options, warrants, securities convertible into stock or other contractual obligations that might be treated for federal income tax purposes as stock or another equity interest in BioSpin U.S. or any Subsidiary.

(j)Neither BioSpin U.S. nor any Subsidiary is a party to any contract, agreement, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or liability for, Taxes.

(k)BioSpin U.S. is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(l)Neither BioSpin U.S. nor any Subsidiary has participated in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4.

(m)At all times during its existence, BioSpin U.S. has been a C corporation for federal income tax purposes and neither BioSpin U.S. nor any of the Subsidiaries has been includible with any other entity in any consolidated, combined, unitary or similar return for any Tax period for which the statute of limitations has not expired (other than any such return with respect to which BioSpin U.S. was the common parent).

(n)Neither BioSpin U.S. nor any Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this U.S. SPA or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this U.S. SPA.

(o)Neither BioSpin U.S. nor any Subsidiary has ever participated in an international boycott within the meaning of Section 999 of the Code.

(p)BioSpin U.S. and the Subsidiaries have, in all material respects, properly and in a timely manner documented their transfer pricing methodology in compliance with Sections 482 and 6662 (and any related sections) of the Code, the related Treasury Regulations, and any comparable provisions of state, local or foreign Tax Law or regulation.

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(q)Neither BioSpin U.S. nor any Subsidiary will be required to include any item of income, or exclude any item of deduction, from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of: (i) an installment sale or open transaction disposition on or before the Closing Date, (ii) any change in method of accounting for a taxable period ending on or before the Closing Date, or (iii) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any comparable provision of state, local or foreign Tax law).

(r)Neither BioSpin U.S. nor any Subsidiary would be required to include any amount in income under Section 951 or 956 or other “foreign” provisions of the Code with respect to its foreign Subsidiaries were their taxable year deemed to close on the Closing Date.

(s)Neither BioSpin U.S. nor any Subsidiary is subject to any gain recognition agreement under Section 367 of the Code.

(t)BioSpin U.S. does not have an “overall foreign loss” (within the meaning of Section 904(f) of the Code).

Section 4.22Proprietary Rights.

(a)(i) Except as set forth on Schedule 4.22(a), BioSpin U.S. or a Subsidiary is the sole owner of, free and clear of any Lien (other than Permitted Liens), or has a valid license to (without the payment of any royalty, except with respect to off-the-shelf software licensed on commercially reasonable terms), all U.S. and non-U.S. trademarks, service marks, logos, designs, trade names, internet domain names and corporate names, and the goodwill of the business connected with and symbolized by the foregoing, patents, registered designs, copyrights, computer software (including all information systems, data files and databases, source and object codes, user interfaces, manuals and other specifications and documentation related thereto and all intellectual property and proprietary rights incorporated therein), web sites and web pages and related items (and all intellectual property and proprietary rights incorporated therein) and all trade secrets, research and development, formulae and know-how (“Trade Secrets”) and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to any of the foregoing (all of the foregoing to be collectively referred to as the “Proprietary Rights”) used or held for use in, or necessary for the conduct of the business of BioSpin U.S. or the businesses of the Subsidiaries (such Proprietary Rights owned by or licensed to BioSpin U.S. or the Subsidiaries, collectively, the “BioSpin U.S. Proprietary Rights”), (ii) the rights of BioSpin U.S. and the Subsidiaries in BioSpin U.S. Proprietary Rights are valid and enforceable, (iii) neither BioSpin U.S. nor any Subsidiary has received any demand, claim, notice or inquiry from any Person in respect of BioSpin U.S. Proprietary Rights which challenges, threatens to challenge or inquires as to whether there is any basis to challenge, the validity or enforceability of, or the rights of BioSpin U.S. or any Subsidiary in, any of BioSpin U.S. Proprietary Rights, and neither BioSpin U.S. nor any Subsidiary has Knowledge of any facts which could form a reasonable basis for any such demand, claim, notice or inquiry,

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(iv) no act has been done or omitted to be done by BioSpin U.S. or any Subsidiary, or any licensee thereof, which has had or could have the effect of impairing or dedicating to the public, or entitling any U.S. or foreign governmental authority or any other Person to invalidate, render unenforceable or unpatentable, preclude issuance of, cancel, forfeit, modify or consider abandoned, any material BioSpin U.S. Proprietary Rights owned by BioSpin U.S. or a Subsidiary (the “Owned Proprietary Rights”), or give any Person any rights with respect thereto (except pursuant to an agreement listed on Schedule 4.22(b)), (v) all necessary registration, maintenance and renewal fees in respect of the Owned Proprietary Rights have been paid and all necessary documents and certificates have been filed with the relevant Governmental Authority for the purpose of maintaining such Owned Proprietary Rights, (vi) to the Knowledge of BioSpin U.S. and its Subsidiaries, the respective businesses of BioSpin U.S. and the Subsidiaries as currently or in the past operated do not violate or infringe, and have not violated or infringed, any Proprietary Rights of any other Person, (vii) to the Knowledge of BioSpin U.S. and its Subsidiaries, no Person is violating or infringing any of BioSpin U.S. Proprietary Rights, (viii) BioSpin U.S. and the Subsidiaries have obtained from all individuals who participated (as Employees, consultants, employees of consultants or otherwise) in any respect in the invention, development or authorship of any of the Owned Proprietary Rights effective waivers of any and all ownership rights of such individuals in such Proprietary Rights, and/or assignments to BioSpin U.S. or the Subsidiaries, as the case may be, of all rights with respect thereto, and (ix) neither BioSpin U.S. nor the Subsidiaries have divulged, furnished to or made accessible to any Person, any Trade Secrets without prior thereto having obtained an enforceable agreement of confidentiality from such Person.

(b)Schedule 4.22(b) contains a complete and accurate list of the material BioSpin U.S. Proprietary Rights (other than Trade Secrets) and all licenses and other agreements relating thereto.

Section 4.23Information Technology.

(a)Except as set forth on Schedule 4.23(a), the material BioSpin U.S. IT Systems have been properly maintained by technically competent personnel in accordance with standards set by the manufacturers for proper operation, monitoring and use. The material BioSpin U.S. IT Systems are in good working condition to effectively perform all information technology operations necessary for the conduct of its business as now conducted or as contemplated to be conducted. Neither BioSpin U.S. nor any Subsidiary has experienced within the past twelve (12) months any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency on the part of BioSpin U.S. IT Systems.

(b)Except for scheduled or routine maintenance which would not reasonably be expected to cause any material disruption to, or material interruption in, the conduct of the business, BioSpin U.S. IT Systems are available for use during normal working hours and other times when required to be available. BioSpin U.S. and the Subsidiaries have taken commercially reasonable steps to provide for the backup and recovery of the data and information critical to the conduct of the business (including such data and information that is stored on magnetic or optical media in the ordinary

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course) without material disruption to, or material interruption in, the conduct of the business.

(c)BioSpin U.S. and Subsidiaries have taken commercially reasonable actions, consistent with standards in the business, with respect to BioSpin U.S. IT Systems to detect and prevent the disclosure to unauthorized persons of, and keep secure, any and all confidential information, trade secrets, or other proprietary information stored on BioSpin U.S. IT Systems including the designs, policies, processes and procedures relating to the composition and structure of BioSpin U.S. IT Systems.

Section 4.24Guarantees. Neither BioSpin U.S. nor any Subsidiary is a guarantor or otherwise responsible for any liability or obligation (including indebtedness) of any Person.

Section 4.25Bank Accounts. Schedule 4.25 contains a true and complete list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which (i) BioSpin U.S. or any Significant Subsidiary has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship or (ii) any other Subsidiary has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship which is material to BioSpin U.S. and the Subsidiaries taken as a whole, (b) a true and complete list and description of each such account, box and relationship and (c) the name of every Person authorized to draw thereon or having access thereto.

Section 4.26Foreign Corrupt Practices and International Trade Sanctions. To the Knowledge of Sellers and BioSpin U.S., neither BioSpin U.S., any Subsidiary nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of the business of BioSpin U.S. or any Subsidiary, (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of applicable Laws, (b) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (c) violated or operated in noncompliance with any applicable export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws.

Section 4.27Inventory. The inventories shown on the Financial Statements, net of inventory reserves reflected thereon, for the period ended December 31, 2006 or acquired after December 31, 2006, were acquired and maintained in the Ordinary Course of Business, are of good and merchantable quality, and consist of items of a quantity and quality usable or salable in the Ordinary Course of Business.

Section 4.28Deposits. No deposit received by a Subject Company prior to the Closing Date on a purchase made by a customer from a Subject Company (a “Deposit”) shall be required to be returned or refunded to such customer or otherwise be subject to any adjustment in favor of such customer (each such return, refund or

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adjustment, a “Refund”), in each case other than (a) aggregate Refunds to the extent the aggregate sum of which is less than $1,000,000 or (b) any Refund granted pursuant to a renegotiation between the parties to the Contract pursuant to which the Deposit subject to such Refund was initially made that is (i) in an amount less than $500,000 and deemed by the Chief Financial Officer of BRKR to be neutral or beneficial to such Subject Company or (ii) in an amount of $500,000 or more and deemed by the Special Committee or the Audit Committee to be neutral or beneficial to such Subject Company or (iii) in an amount less than $50,000 (which Refunds shall be deemed to be in the Ordinary Course of Business).

Section 4.29No Misleading Statements. The representations and warranties made by Sellers and BioSpin U.S. in this U.S. SPA, including in the exhibits and schedules hereto, do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BRKR

BRKR represents and warrants to Sellers as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 5.1Organization of BRKR; Authority. BRKR is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as presently conducted. BRKR is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the nature of the business conducted by it or the assets or properties owned or leased by it requires qualification, except where the failure to be so qualified, licensed or in good standing could not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of BRKR to consummate the transactions contemplated by this U.S. SPA or, as of the Closing Date, any Ancillary Agreement to which it is a party.

Section 5.2Authorization; Enforceability.

(a)The execution and delivery by BRKR of this U.S. SPA and, as of the Closing Date, the Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by BRKR of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all requisite action on the part of BRKR (subject to the approval of the holders of a majority of the outstanding shares of BRKR Stock and a majority of the outstanding shares of BRKR Stock not held by Sellers and their Affiliates and present and voting at the meeting) and no other action by BRKR is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions.

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(b)This U.S. SPA and, as of the Closing Date, the Ancillary Agreements to which BRKR is a party have been duly executed and delivered by BRKR, and (assuming the due authorization, execution and delivery of this U.S. SPA by Sellers) this U.S. SPA and, as of the Closing Date, each such Ancillary Agreement constitutes a valid and binding obligation of BRKR, enforceable against BRKR in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 5.3No Conflict. The execution and delivery by BRKR of this U.S. SPA and, as of the Closing Date, the Ancillary Agreements to which it is a party and the consummation by BRKR of the transactions contemplated hereby and thereby, assuming all required filings, consents, approvals authorizations and notices set forth on Schedule 5.3 have been made, given or obtained, do not and shall not:

(a)violate or conflict with any Organizational Document of BRKR;

(b)violate or conflict with, in any material respect, any Law applicable to Buyer or any of its assets, properties or businesses or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority; or

(c)(i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, or require any consent under any Contract, to which BRKR is a party or by which BRKR may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of BRKR or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien upon any of the properties or assets of Buyer;

except in the case of clause (c) above, as would not reasonably be expected to have a material adverse effect on BRKR or the ability of BRKR to enter into and perform its obligations under, and to consummate the transactions contemplated by, this U.S. SPA.

Section 5.4No Broker. No agent, broker, investment banker, financial advisor or other firm or Person, other than Bear, Stearns & Co. Inc., the fees of which will be paid by BRKR, (a) has acted directly or indirectly for BRKR in connection with this U.S. SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this U.S. SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 5.5Investment Representation. BRKR is acquiring the Shares for investment purposes only, and not with a view to, or for offer or sale in connection with, any resale or distribution thereof or any transaction which would be in violation of all applicable Laws, including U.S. federal securities laws.

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Section 5.6Accredited Investor. BRKR (a) is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and (b) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares.

ARTICLE VI

COVENANTS

Section 6.1Operation of BioSpin U.S. Pending the Closing. BioSpin U.S. covenants and agrees that BioSpin U.S. and the Subsidiaries will not (and BioSpin U.S. shall cause the Subsidiaries not to), and Sellers covenant and agree to cause BioSpin U.S. and the Subsidiaries not to, take any action with the purpose of causing any of the conditions to BRKR’s obligations set forth in Article VII to not be satisfied. Except with the prior written consent of BRKR, during the period from the date of this U.S. SPA to the Closing, the businesses of BioSpin U.S. and the Subsidiaries shall be conducted in the Ordinary Course of Business and BioSpin U.S. covenants and agrees, and Sellers agree to cause BioSpin U.S., to use all commercially reasonable efforts consistent therewith to preserve intact BioSpin U.S.’s material properties, assets and business organizations (including those of its Subsidiaries). Except to the extent necessary to consummate the transactions contemplated by this U.S. SPA, without limiting the generality of the foregoing, and except as otherwise provided in this U.S. SPA, BioSpin U.S. shall not and will not permit the Subsidiaries to, and Sellers shall cause BioSpin U.S. and the Subsidiaries not to, without the prior written consent of BRKR:

(a)amend any of its Organizational Documents;

(b)liquidate, dissolve, recapitalize or otherwise wind up its business;

(c)make any distribution or declare, pay or set aside any dividend in cash or property with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, BioSpin U.S. or any Subsidiary, or make any other changes in the capital structure of BioSpin U.S. or any Subsidiary;

(d)authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (i) any equity interest or capital stock of BioSpin U.S. or any Subsidiary, (ii) any equity rights in respect of, security convertible into, exchangeable for or evidencing the right to subscribe for or acquire either (x) any equity interest or shares of capital stock of BioSpin U.S. or any Subsidiary or (y) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any shares of the capital stock of, or other equity or voting interest in, BioSpin U.S. or any Subsidiary, (iii) any instruments of indebtedness (other than in the Ordinary Course of Business) or (iv) any derivative instruments (other than in the Ordinary Course of Business);

(e)other than in the Ordinary Course of Business, acquire or dispose of, whether by purchase, merger, consolidation or sale, lease, pledge or other

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encumbrance of stock or assets or otherwise, any interest in any (i) corporation, partnership or other Person or (ii) assets comprising a business or any other property or assets, in a single transaction or in a series of transactions;

(f)other than in the Ordinary Course of Business, sell, assign, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, any amount of property or assets;

(g)other than in the Ordinary Course of Business, lease, sell, assign, license, transfer or otherwise dispose of, mortgage, pledge or encumber, any real property, or amend, terminate, modify or renew any real property lease;

(h)incur any indebtedness or issue any debt securities or assume, guarantee or endorse the obligations of any other Person in excess of $600,000 in the aggregate;

(i)cancel any third-party indebtedness owed to BioSpin U.S.;

(j)(i) increase in any manner the rate or terms of compensation or benefits of any of its directors, managers, officers, Employees, consultants, agents, independent contractors or other individual service providers (including the grant of any stock options or any other award), except (A) as may be required under existing employment agreements or (B) annual wage increases granted in the Ordinary Course of Business, (ii) hire any new Employees except in the Ordinary Course of Business with respect to Employees with an annual base and incentive compensation opportunity not to exceed $150,000, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing Benefit Plan or other agreement or arrangement to any such director, manager, officer, Employee, consultant, agent, independent contractor or other individual service provider, whether past or present, (iv) enter into or amend any employment, bonus, severance or retirement contract, except for agreements for newly hired Employees in the Ordinary Course of Business with an annual base and incentive compensation opportunity not to exceed $150,000, or (v) except as required to ensure that any Benefit Plan is not then out of compliance with applicable Law, enter into or adopt any new, or increase benefits under or renew or amend any existing, Benefit Plan or benefit arrangement or any collective bargaining agreement;

(k)make any distributions, loans, advances or capital contributions (other than advances for travel and other normal business expenses to officers and Employees), except in the Ordinary Course of Business;

(l)commit to make any capital expenditure or fail to make capital expenditures consistent with past practice;

(m)fail to maintain all its assets in good repair and condition, except to the extent of wear or use in the Ordinary Course of Business or damage by fire or other unavoidable casualty;

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(n)except as may be required as a result of a change in applicable Law or GAAP, make, revoke or change any Tax election or change any Tax accounting method, settle or compromise any Tax liability, or waive or consent to the extension of any statute of limitations for the assessment and collection of any Tax;

(o)except as may be required as a result of a change in applicable Law or GAAP, change any accounting principles or practices used by BioSpin U.S. or any Subsidiary;

(p)other than in the Ordinary Course of Business, institute, settle or dismiss any action, claim, demand, lawsuit, proceeding, arbitration or grievance by or before any court, arbitrator or governmental or regulatory body threatened against, relating to or involving BioSpin U.S. or any Subsidiary in connection with any business, asset or property of BioSpin U.S. or any Subsidiary;

(q)enter into any BioSpin U.S. Contracts or Contracts (in each case other than any Contracts having only Subject Companies as parties and other than Contracts covered by Section 6.1(g)) (i) having a term in excess of twelve (12) months or (ii) involving the payment, or provision of goods or services, in excess of $500,000 on an individual or aggregate basis, except for the acceptance of customer purchase orders in the Ordinary Course of Business with terms up to twenty-four (24) months and individual amounts up to $5,000,000;

(r)either fail to pay the accounts payable or other liabilities of BioSpin U.S. or any Subsidiary, or fail to collect the accounts receivable or other indebtedness owed to BioSpin U.S. or any Subsidiary;

(s)enter into, or renew, amend or otherwise modify or extend, any Contracts relating to derivative or hedging transactions or similar transactions, including currency derivative or hedging Contracts or transactions; or

(t)agree in writing to take any of the foregoing actions.

Section 6.2Access. BioSpin U.S. shall, and shall cause the Subsidiaries to, and Sellers shall cause BioSpin U.S. and the Subsidiaries to, afford to officers, employees, accountants, counsel and other representatives (“Representatives”) of BRKR reasonable access to all of the assets, properties, personnel, books and records of BioSpin U.S. and the Subsidiaries.

Section 6.3Notification.

(a)BioSpin U.S. shall, and shall cause the Subsidiaries to, and Sellers shall cause BioSpin U.S. and the Subsidiaries to, promptly notify BRKR, and BRKR shall promptly notify Sellers, of any Proceeding pending or, to their Knowledge, threatened against BioSpin U.S., BRKR or Sellers as the case may be, which challenges the transactions contemplated by this U.S. SPA or any Ancillary Agreement.

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(b)Sellers shall provide prompt written notice to BRKR of any change in any of the information contained in the representations and warranties made by Sellers in Article III or Article IV or any exhibits or schedules referred to herein or attached hereto and shall promptly furnish any information which BRKR may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by Sellers in Article III or Article IV or any exhibits or schedules referred to herein or attached hereto.

(c)BioSpin U.S. shall and shall cause the Subsidiaries to, and Sellers shall cause BioSpin U.S. and the Subsidiaries to, provide prompt written notice to BRKR of any change in any of the information contained in the representations and warranties made by BioSpin U.S. in Article IV or any exhibits or schedules referred to herein or attached hereto and shall promptly furnish any information which BRKR may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by BioSpin U.S. in Article IV or any exhibits or schedules referred to herein or attached hereto.

Section 6.4No Inconsistent Action. Neither BioSpin U.S., BRKR nor Sellers will take any action which is inconsistent with their respective obligations under this U.S. SPA.

Section 6.5Reasonable Best Efforts.

(a)Upon the terms and subject to the conditions of this U.S. SPA, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this U.S. SPA and the Ancillary Agreements as promptly as practicable, including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this U.S. SPA and the Ancillary Agreements and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using reasonable best efforts to cause the satisfaction of all conditions to Closing; provided, however, that nothing in this Section 6.5 shall require or be construed to require BRKR or any Affiliate of BRKR to offer or agree to (x) enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of BRKR’s or any Affiliate of BRKR’s businesses or assets or any portion of the businesses or assets of its Subsidiaries or any portion of the businesses or assets of BioSpin U.S. or its Subsidiaries, (y) to conduct its, its Subsidiaries’ or any of their respective Affiliates’ businesses in a specified manner or (z) provide any compensation, benefits or other consideration to BioSpin U.S.’s Employees.

(b)Each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to and provide each other Party (or its counsel) copies of, all filings made by such Party with any Governmental Authority or any other Person or any other information supplied by such Party to a

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Governmental Authority, lenders of the credit facility to be used by BRKR or any other Person in connection with this U.S. SPA and the transactions contemplated hereby.

(c)Each Party shall promptly inform the other Party of any communication from any Governmental Authority regarding any of the transactions contemplated by this U.S. SPA and the Ancillary Agreements. If any Party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this U.S. SPA, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request.

Section 6.6Further Assurances. From time to time after the Closing, without additional consideration, each Party will (or, if appropriate, cause its Affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by each of the other Parties to make effective the transactions contemplated by this U.S. SPA and to provide each other Party with the intended benefits of this U.S. SPA. Without limiting the foregoing, upon reasonable request of BRKR, each of Sellers and BioSpin U.S. shall, or shall cause their respective Affiliates to, as applicable, execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and paper as may be required to sell, transfer, assign, convey and deliver to BRKR all right, title and interest in, to and under the Shares.

Section 6.7No Solicitation.

(a)BioSpin U.S. shall, and shall cause the Subsidiaries to, and Sellers shall, and shall cause BioSpin U.S. and the Subsidiaries to, and each of the foregoing shall cause each of its officers, managers, employees, subsidiaries, Affiliates, agents and other representatives to, immediately cease any existing discussions or negotiations with respect to any Alternative Proposal and will not, and shall cause such Persons not to, directly or indirectly, encourage, solicit, participate in, initiate or facilitate discussions or negotiations with, or provide any information to, any corporation, partnership, Person or other entity or group (other than BRKR or its managers, officers, employees, subsidiaries, agents or other Affiliates) concerning any Alternative Proposal. Sellers and BioSpin U.S. shall immediately communicate to BRKR any such inquiries or proposals regarding an Alternative Proposal, including the terms thereof.

(b)“Alternative Proposal” shall mean any of the following involving BioSpin U.S. or any of its Subsidiaries (other than the Transactions expressly contemplated by this U.S. SPA, the Swiss Merger Agreement and the German SPA): any inquiry or proposal relating to a sale of stock, any merger, consolidation, share exchange, business combination, transfer of membership interests, partnership, joint venture, disposition of assets (or any interest therein) or other similar transaction.

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Section 6.8Tax Matters.

(a)All transfer, documentary, sales, use, registration and other such Taxes (including all applicable German and other real estate transfer Taxes and stock transfer Taxes) incurred in connection with this U.S. SPA and the transactions contemplated hereby shall be paid by BRKR. Each Party shall cooperate to the extent necessary in the timely making of all filings, returns, reports and forms as may be required in connection therewith.

(b)All contracts, agreements or arrangements under which BioSpin U.S. or any Subsidiary may at any time have an obligation to indemnify for or share the payment of or liability for any portion of a Tax (or any amount calculated with reference to any portion of a Tax) shall be terminated with respect to BioSpin U.S. or any such Subsidiary, as applicable, as of the Closing Date, and BioSpin U.S. or such Subsidiary, as applicable, shall thereafter be released from any liability thereunder.

(c)BioSpin U.S., BRKR and Sellers shall, and shall each cause their Affiliates to, provide to the other cooperation and information, as and to the extent reasonably requested, in connection with the filing of any Tax Return or in conducting any audit, litigation or other proceeding with respect to Taxes.

(d)Immediately prior to the Closing, BioSpin U.S. shall deliver to BRKR a certification that stock in BioSpin U.S. is not a U.S. real property interest because BioSpin U.S. is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). BioSpin U.S. shall timely deliver to the IRS the notification required under Treasury Regulation Section 1.897-2(h)(2).

Section 6.9Release. In consideration for payment of the Purchase Price, as of and following the Closing Date, each Seller (on its own behalf and on behalf of each of its Affiliates) knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to sue BRKR and its Subsidiaries and their respective predecessors, successors, parents, Subsidiaries and other Affiliates, and all of their respective current and former officers, directors, managers, employees, agents, attorneys and representatives from and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that any Seller or its respective Affiliates, as applicable, has or may have, now or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, with respect to, arising out of, or in connection with BioSpin U.S. or the Subsidiaries; provided, however, that such release shall not cover: (a) any claims arising under this U.S. SPA, including the schedules and exhibits attached hereto, or the agreements or documents executed and/or delivered in connection herewith, but

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excluding claims of a breach of fiduciary duties by any Sellers or BioSpin U.S. in connection with the transactions contemplated by this U.S. SPA or (b) any claims against BioSpin U.S. or a Subsidiary in its capacity as a current or former director, manager, officer or employee of BioSpin U.S. or a Subsidiary for indemnification under the Organizational Documents of BioSpin U.S. or such Subsidiary, as such documents are in effect immediately prior to the Closing Date.

Section 6.10Voting Agreement. To the extent applicable, each Seller covenants and agrees to vote in her/his capacity as a holder of shares of BRKR Stock, all of the shares of BRKR Stock owned by such Seller in favor of the transactions contemplated by this U.S. SPA.

Section 6.11Non-competition and Non-solicitation. From the Closing and for a period of five (5) years thereafter, Sellers will not, and will cause their Affiliates not to, directly or indirectly, except on behalf of BRKR or its Affiliates:

(a)engage in, hold an interest in, own, manage, operate, control, direct, be connected with as a stockholder (other than as a holder of less than one percent (1%) of a publicly traded security), joint venturer, partner, consultant or employee, or otherwise engage or participate in, provide services to or be connected in any manner with or assist in any way any entity, person or business that engages in a business involving the design, manufacture or distribution of (i) life science, process control and analytical research tools based on nuclear magnetic resonance (“NMR”), electron paramagnetic resonance (“EPR”), research magnetic resonance imaging (“MRI”), superconducting magnets and wires for NMR, EPR or research MRI, (ii) cryogenic RF coil technologies for NMR, EPR or research MRI or (iii) other specialty power supply technologies (together, the “BioSpin Technologies”); provided, that such restriction shall not prohibit any Seller from accepting employment with another company that utilizes the BioSpin Technologies so long as such Seller does not directly manage the BioSpin Technologies operations of such company or such BioSpin Technologies operations account for less than ten percent (10%) of the overall revenues of such company; or

(b)solicit for employment or hire any employee of BioSpin U.S. or any of its Subsidiaries without the prior written consent of BRKR. This provision shall not apply to any employee of BioSpin U.S. who replies or responds to a general solicitation or advertisement for employment by a Seller or on a Seller’s behalf or to solicitations of employees of BioSpin U.S. twelve months after such employee’s employment has been terminated by BioSpin U.S.

ARTICLE VII

CLOSING CONDITIONS

Section 7.1Conditions to Each Party’s Obligations. The respective obligation of each Party to effect the transactions contemplated by this U.S. SPA is

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subject to the satisfaction, on or prior to the Closing Date, of the following conditions, which may be waived by BRKR or Sellers:

(a)The waiting periods (i) under the HSR Act applicable to the consummation of the Transactions shall have expired or been terminated and all necessary Consents of any Governmental Authority required for consummation of the Transactions shall have been obtained and (ii) applicable to the consummation of the Transactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions under any corresponding requirements of the European Union member states or competition regulatory authorities in other jurisdictions shall have been obtained; and

(b)There shall not be in effect any Law of any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated by this U.S. SPA or any of the Ancillary Agreements.

Section 7.2Conditions Precedent to Obligations of BRKR. The obligation of BRKR to effect the transactions contemplated by this U.S. SPA is subject to the satisfaction or waiver of the following conditions:

(a)The representations and warranties of Sellers in this U.S. SPA that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Sellers that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

(b)All of the terms, covenants and conditions to be complied with and performed by Sellers on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)BRKR shall have received certificates of Sellers, dated as of the Closing Date, certifying in such detail as BRKR may reasonably request that the conditions specified in Sections 7.2(a) and 7.2(b) have been fulfilled;

(d)No action, suit or proceeding shall be pending or threatened by or before any Governmental Authority or pending or threatened by any other Person to enjoin, restrain, prohibit or obtain damages in respect of any of the transactions contemplated by this U.S. SPA or any Ancillary Agreement, or which would be reasonably likely to prevent or make illegal the consummation of any transactions contemplated by this U.S. SPA or any Ancillary Agreement;

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(e)BioSpin U.S. shall have furnished to BRKR a certification in accordance with Treasury Regulation Section 1.1445-2(c) and in the form provided in Treasury Regulation Section 1.897-2(h)(2), in a customary and standard form;

(f)There shall not have occurred since the date hereof any events that have had, or are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect;

(g)BRKR shall have received evidence, reasonably satisfactory to BRKR, of receipt of all requisite third-party and governmental Consents, including those set forth on Schedule 4.5(c);

(h)BRKR shall have obtained financing by reputable lenders at reasonable market interest rates and terms and conditions as determined by the Special Committee in sufficient amounts to complete the Transactions, and all funds to be received by BRKR pursuant to such financing arrangements shall be available pursuant to the terms thereof and all funds contemplated to be received at the Closing Date to fund the Transactions shall have been received or will be made available during the Closing;

(i)The Contracts listed on Schedule 7.2(i) shall have been amended in a manner reasonably acceptable to the Special Committee;

(j)The approval of the transactions contemplated by this U.S. SPA by the holders of shares of BRKR Stock who are unaffiliated with Sellers representing at least a majority of the total votes cast by such holders at a duly held meeting of the BRKR stockholders;

(k)The approval of the transactions contemplated by this U.S. SPA by the holders of shares of BRKR Stock representing at least a majority of the total votes cast at a duly held meeting of the BRKR stockholders; and

(l)All conditions precedent contained in the Swiss Merger Agreement, the German SPA and the Ancillary Agreements (other than any conditions stating that the U.S. Closing shall have occurred) have been satisfied or waived by the parties thereto.

Section 7.3Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the transactions contemplated by this U.S. SPA are subject to the satisfaction or waiver of the following conditions:

(a)The representations and warranties of BRKR in this U.S. SPA that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of BRKR that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

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(b)All of the terms, covenants and conditions to be complied with and performed by BRKR on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)Sellers shall have received a certificate, dated as of the Closing Date, executed on behalf of BRKR by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled;

(d)BRKR shall have delivered the Purchase Price in accordance with the terms of Section 2.4;

(e)BRKR shall have deposited the Indemnity Escrow in accordance with the terms of Section 2.5; and

(f)BRKR shall have deposited the Working Capital Escrow in accordance with the terms of Section 2.6.

ARTICLE VIII

TERMINATION

Section 8.1Termination. This U.S. SPA may be terminated and the transactions contemplated by this U.S. SPA may be abandoned at any time prior to the Closing:

(a)by mutual written consent of BRKR and Sellers;

(b)by Sellers or BRKR, if:

(i)a Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the Parties shall use reasonable best efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this U.S. SPA and such order, decree, ruling or other action shall have become final and nonappealable; or

(ii)the Closing shall not have occurred on or before June 30, 2008 (other than due principally to the failure of the Party seeking to terminate this U.S. SPA to perform any obligations under this U.S. SPA required to be performed by it at or prior to the Closing);

(iii)the shareholder approvals of BRKR shall not have been obtained at the shareholders meeting or at any adjournment or postponement thereof; or

(iv)the Swiss Merger Agreement or the German SPA shall have been terminated;

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(c)by BRKR, if there is a default or breach by BioSpin U.S. or any Seller with respect to the due and timely performance of any of their respective covenants or agreements contained herein, or if the representations or warranties of BioSpin U.S. or any Seller contained in this U.S. SPA shall have become inaccurate, in either case such that the conditions set forth in Section 7.2 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to BioSpin U.S. or Sellers, as applicable, specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction; or

(d)by Sellers, if there is a default or breach by BRKR with respect to the due and timely performance of any of its covenants or agreements contained herein, or if the representations or warranties of BRKR contained in this U.S. SPA shall have become inaccurate, in either case such that the conditions set forth in Section 7.3 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to BRKR specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction.

Section 8.2Procedure and Effect of Termination. In the event of termination and abandonment of the transactions contemplated by this U.S. SPA pursuant to Section 8.1, written notice thereof shall forthwith be given to the other Parties and this U.S. SPA shall terminate (subject to the provisions of this Section 8.2) and the transactions contemplated by this U.S. SPA shall be abandoned, without further action by any of the Parties. If this U.S. SPA is terminated as provided herein:

(a)Upon the written request therefor, each Party will (i) redeliver or (ii) destroy with certification thereto in form and substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party relating to the transactions contemplated by this U.S. SPA, whether obtained before or after the execution hereof, to the party furnishing the same; provided, however, that each Party shall be entitled to retain copies of any such materials for record-keeping purposes or as required by Law; and

(b)Subject to Section 8.1, in the event of the termination and abandonment of this U.S. SPA pursuant to Section 8.1, this U.S. SPA shall forthwith become void and have no effect, without any liability on the part of any Party or its Affiliates, directors, managers, officers or stockholders, other than the provisions of Sections 8.1, 10.1, 10.2, 10.3, 10.7, 10.8, 10.9, 10.12 and 10.16. Nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this U.S. SPA.

ARTICLE IX

SURVIVAL; INDEMNIFICATION

Section 9.1Survival of Indemnification Rights. Subject to the limitations and other provisions of this U.S. SPA, the representations and warranties of

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Sellers in Article III and of BioSpin U.S. and Sellers in Article IV shall survive the Closing and remain in full force and effect until the later of the Cut-Off Date and the resolution of any claim for indemnification with respect to which any BRKR Indemnified Party has provided Sellers notice of a claim for indemnification pursuant to Section 9.3(a) prior to the Cut-Off Date; provided, however, that the following representations and warranties shall survive and remain in full force and effect for the period indicated:

(a)Section 3.8 (Ownership of the Shares), Section 4.3 (Capitalization of BioSpin U.S.), and Section 4.4 (Capitalization of the Subsidiaries; Other Interests), indefinitely;

(b)Section 4.17 (Environmental), Section 4.19 (Employee Benefits) and Section 4.22 (Proprietary Rights) and Section 4.29 (No Misleading Statements), three (3) years following the Closing Date; and

(c)Section 3.9 (Withholding Tax) and Section 4.21 (Taxes and Tax Returns), until sixty (60) calendar days after expiration of the applicable statute of limitations (including any extension thereof);

and with respect to clauses (b) and (c), if a claims notice has been provided by such date, shall remain in full force and effect until final resolution thereof.

The covenants and agreements of Sellers and BioSpin U.S. contained in this U.S. SPA shall survive and remain in full force and effect for the applicable period specified therein, or if no such period is specified, indefinitely. The provisions of this Article IX shall survive for so long as any other Section of this U.S. SPA shall survive.

Section 9.2Indemnification Obligations. Sellers agree to jointly and severally indemnify, defend and hold harmless BRKR and any parent, Subsidiary, associate, Affiliate, director, manager, officer, stockholder, employee or agent thereof, and their respective representatives, successors and permitted assigns (all of the foregoing are collectively referred to as the “BRKR Indemnified Parties”) from and against, and pay on behalf of or reimburse such party in respect of, as and when incurred, all Losses which any such party may actually incur, suffer, sustain or become subject to or accrue, as a result of, in connection with, or relating to or by virtue of:

(a)any inaccuracy in, or breach of, any representation or warranty made by BioSpin U.S. or Sellers under this U.S. SPA or any Ancillary Agreement, other than any representation or warranty in Section 4.21 (Taxes and Tax Returns), it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” or “Material Adverse Effect”) set forth therein;

(b)any breach or nonfulfillment of any covenant or agreement on the part of Sellers or BioSpin U.S. in respect of pre-Closing covenants, under this U.S. SPA or any Ancillary Agreement;

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(c)any fees, expenses or other payments incurred or owed by Sellers or BioSpin U.S. to any agent, broker, investment banker or other firm or Person retained or employed by Sellers or BioSpin U.S. in connection with the transactions contemplated by this U.S. SPA; or

(d)any inaccuracy in, or breach of, any representation or warranty in Section 4.21 of this U.S. SPA, Section 4.21 of the Swiss Merger Agreement or Section 4.19 of the German SPA to the extent that the aggregate amount of all such Losses exceeds $10,000,000 (the “Tax Deductible”) (other than Losses arising from criminal activity or fraud — in each case as determined in a final, non-appealable decision by a court of competent jurisdiction — of Sellers or BioSpin U.S., which Losses shall not be subject to the Tax Deductible), it being understood that such representations and warranties shall be interpreted without giving effect to any exceptions or disclosures made with respect thereto on the disclosure schedules to this U.S. SPA, the Swiss Merger Agreement or the German SPA; provided, however, that any Taxes of a Subsidiary attributable to the payment of a Subsidiary Dividend (as defined in the Swiss Merger Agreement) shall not be applied against the Tax Deductible.

Section 9.3Indemnification Procedure.

(a)If any BRKR Indemnified Party intends to seek indemnification pursuant to this Article IX, such BRKR Indemnified Party shall promptly notify Sellers in writing. The BRKR Indemnified Party will provide Sellers with prompt notice of any third-party claim in respect of which indemnification is sought. The failure to provide either such notice will not affect any rights hereunder except to the extent Sellers are materially prejudiced thereby.

(b)If such claim involves a claim by a Third Party against the BRKR Indemnified Parties, Sellers may, upon notice to the BRKR Indemnified Parties, assume, through counsel of Sellers’ choosing and at Sellers’ expense, the settlement or defense thereof, and the BRKR Indemnified Parties shall reasonably cooperate with Sellers in connection therewith; provided, that the BRKR Indemnified Parties may participate in such settlement or defense through counsel chosen by them; provided, further, that if the BRKR Indemnified Parties reasonably determine that representation by the counsel of Sellers and the BRKR Indemnified Parties may present such counsel with a conflict of interest, then Sellers shall pay the reasonable fees and expenses of the BRKR Indemnified Parties’ counsel. Notwithstanding anything in this Section 9.3 to the contrary, Sellers may not, without the prior written consent of the BRKR Indemnified Parties, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as Sellers are contesting any such claim in good faith, the BRKR Indemnified Parties shall not pay or settle any such claim without Sellers’ consent, such consent not to be unreasonably withheld. If Sellers are not contesting such claim in good faith, then the BRKR Indemnified Parties may conduct and control, through counsel of their own choosing and at Sellers’ expense, the settlement or defense thereof, and Sellers shall cooperate with it in connection therewith. The failure of the BRKR Indemnified Parties to participate in, conduct or control such defense shall not relieve Sellers of any obligation they may have hereunder.

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(c)Notwithstanding anything to the contrary in this Section 9.3, to the extent a claim for which indemnification is sought by BRKR Indemnified Parties relates to Taxes for a taxable period beginning on or before and ending after the Closing Date, Sellers and BRKR shall jointly control any proceeding in respect of such claim and neither party shall settle or compromise any action or consent to the entry of any judgment with respect thereto without the prior written consent of the other party, such consent not to be unreasonably withheld.

Section 9.4Calculation of Indemnity Payments. The amount of any Loss for which indemnification is provided under this Article IX shall be (a) increased to the extent necessary such that after payment of any net Tax cost by the BRKR Indemnified Parties with respect to the receipt or accrual of indemnity payments hereunder, as increased pursuant to this clause (a), the amount remaining shall be the amount of the indemnity payment prior to any increase pursuant to this clause (a) and (b) reduced by the amount of the net Tax benefit actually realized by the BRKR Indemnified Parties by reason of such Loss (as an illustrative example, clause (b) takes into account on a present value basis any net Tax benefit actually realized by the BRKR Indemnified Party by reason of the indemnified Loss in a Tax jurisdiction or Tax year other than the jurisdiction or year in which such Loss arose).

Section 9.5Indemnification Amounts.

(a)Notwithstanding any provision to the contrary contained in this U.S. SPA, Sellers shall not be obligated to indemnify the BRKR Indemnified Parties for any Losses pursuant to this Article IX to the extent they are a result of any claim made pursuant to Section 9.2(a) unless and until the dollar amount of all Losses in the aggregate from claims made pursuant to Section 9.2(a), Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the German SPA exceed $3,250,000, in which case Sellers will be obligated to indemnify the BRKR Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no event shall the aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or (c) of this U.S. SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement, and Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the BRKR Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or BioSpin U.S. or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of BioSpin U.S.), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article IX or otherwise under this U.S. SPA in excess of the amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5.

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(b)For the purpose of calculating the amount of any Loss for which a BRKR Indemnified Party is entitled to indemnification under this U.S. SPA, the amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the BRKR Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article IX shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a BRKR Indemnified Party is paid by Sellers for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such Purchaser Indemnified Party shall assign, to the extent legally permissible, all such claims to Sellers for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the amount of such Loss, from such insurance claim or Third Party claim to Sellers.

Section 9.6Exclusive Remedy. BRKR acknowledges and agrees that the indemnification provisions of this Article IX shall be the sole and exclusive remedies of BRKR against Sellers and BioSpin U.S. for any breach by Sellers or BioSpin U.S. of the representations and warranties in this U.S. SPA, for any failure by Sellers or BioSpin U.S. to perform and comply with any covenants and agreements in this U.S. SPA that are required to be complied with or performed prior to the Closing and for any failure by Sellers or BioSpin U.S. to perform and comply with any covenants and agreements in this U.S. SPA, except that if any of the provisions of this U.S. SPA are not performed in accordance with their terms or are otherwise breached, BRKR shall be entitled to specific performance of the terms thereof in addition to any other remedy at law or equity. Notwithstanding anything contained in this U.S. SPA to the contrary, BRKR shall retain the right to receive damages or other relief (including equitable relief) against BioSpin U.S. or Sellers as a result of any criminal activity or fraudulent action (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) by BioSpin U.S. or Sellers without regard to any restriction or limitation contained herein. The indemnification obligations contained in this Article IX are obligations of Sellers and not of BioSpin U.S.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1Notices. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this U.S. SPA, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one (1) Business Day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

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(a)If to BRKR, to:

Bruker BioSciences Corporation

40 Manning Road

Billerica, Massachusetts  01821

Facsimile:  978-667-2917

Attention:  Bill Knight

with a copy to:

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

Facsimile:  212-259-6333

Attention:   Frederick W. Kanner, Esq.

     Bryan J. Luchs, Esq.

(b)If to Sellers, to:

Joerg C. Laukien

Markgrafenstrasse 34

76530 Baden-Baden

Germany

Facsimile:   +49 721 5161-287

with a copy to:

Bernhard Wangler

Kriegsstr. 133

76135 Karlsruhe

Germany

Facsimile: +49 721 985 5950

(c)If to BioSpin U.S. to:

Bruker BioSpin Inc.

15 Fortune Drive

Billerica, Massachusetts 01821

Facsimile:  978-439-9666

Attention:  Dirk D. Laukien, Ph.D.

or to such other address or addresses as any such party may from time to time designate as to itself by like notice.

Section 10.2Expenses. Except as otherwise expressly provided herein, each Party will pay any expenses incurred by it incident to this U.S. SPA and in preparing to consummate and consummating the transactions provided for herein; provided, however, that with respect to any fees relating to the HSR Act or any requisite approvals,

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waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions contemplated by this U.S. SPA under any corresponding requirements of the European Commission and/or the European Union member states agencies or competition regulatory authorities in other jurisdictions, BRKR shall be responsible for 100% of the fees for its filing and BioSpin U.S. shall be responsible for 100% of the fees for any filing made by BioSpin U.S. or any of the Sellers.

Section 10.3Successors and Assigns. No Party may assign any of its rights under this U.S. SPA without the prior written consent of the other Parties. Subject to the preceding sentence, this U.S. SPA will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Notwithstanding anything to the contrary in this Section 10.3, upon written notice to Sellers, BRKR shall be permitted to assign this U.S. SPA and the rights and obligations under it to a wholly owned, direct or indirect Subsidiary of BRKR; provided, that, in the event of any such assignment, BRKR shall remain liable in full for the performance of its obligations hereunder. Nothing expressed or referred to in this U.S. SPA will be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this U.S. SPA or any provision of this U.S. SPA. This U.S. SPA and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this U.S. SPA and their successors and assigns.

Section 10.4Extension; Waiver. Either Party may, by written notice to the other Party (a) extend the time for performance of any of the obligations of the other Party under this U.S. SPA, (b) waive any inaccuracies in the representations or warranties of the other Party contained in this U.S. SPA, (c) waive compliance with any of the conditions or covenants of the other Party contained in this U.S. SPA or (d) waive or modify performance of any of the obligations of the other Party under this U.S. SPA; provided, that no Party may, without the prior written consent of the other Party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action taken pursuant to this U.S. SPA will be deemed to constitute a waiver of compliance with any representations, warranties, conditions or covenants contained in this U.S. SPA and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.

Section 10.5Entire Agreement; Schedules. This U.S. SPA, the Swiss Merger Agreement and the German SPA, which includes the schedules and exhibits hereto and thereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated by this U.S. SPA and such other agreements and constitutes the entire agreement by and among the Parties relating to these matters.

Section 10.6Amendments, Supplements, Etc. This U.S. SPA may be amended or supplemented at any time by additional written agreements as may mutually

51

be determined by BioSpin U.S., BRKR and Sellers to be necessary, desirable or expedient to further the purposes of this U.S. SPA or to clarify the intention of the Parties.

Section 10.7Applicable Law. This U.S. SPA shall be governed by and construed under the Laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this U.S. SPA or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in the United States District Court for the Eastern District of Massachusetts or if such legal action or proceeding may not be brought in such court for jurisdictional purposes, in the Superior Court of Massachusetts. Each of the Parties hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this U.S. SPA or any transaction contemplated hereby and waives the defense of sovereign immunity, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or that such action is brought in an inconvenient forum and (c) agrees that it shall not bring any action relating to this U.S. SPA or any transaction contemplated hereby in any court other than any Massachusetts state or federal court sitting in Boston, Massachusetts.

Section 10.8Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this U.S. SPA or the transactions contemplated by this U.S. SPA. Each of the Parties hereby (a) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this U.S. SPA and the transactions contemplated by this U.S. SPA, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.8.

Section 10.9Actions by Sellers. Where any provision of this U.S. SPA indicates that BioSpin U.S. will take any specified action (or refrain from taking any specified action) or requires BioSpin U.S. to take any specified action (or to refrain from taking any specified action), then, regardless of whether this U.S. SPA specifically provides that Sellers will do so, Sellers shall cause BioSpin U.S. to take such action (or to refrain from taking such action, as applicable). Sellers will be responsible for the failure of BioSpin U.S. to take any such action (or to refrain from taking any such action, as applicable).

Section 10.10Execution in Counterparts. This U.S. SPA may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

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Section 10.11Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this U.S. SPA.

Section 10.12Invalid Provisions. If any provision of this U.S. SPA is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations under this U.S. SPA of Sellers on the one hand and BRKR on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this U.S. SPA will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this U.S. SPA will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this U.S. SPA and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this U.S. SPA a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 10.13Publicity. The Parties agree that except as otherwise required by applicable Law or the rules and regulations of any national securities exchange, no Party shall issue any press release or otherwise make any public statement with respect to the transactions contemplated by this U.S. SPA or the Ancillary Agreements without prior consultation with and consent of BRKR and Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. A mutually agreed press release is attached hereto as Exhibit D.

Section 10.14Specific Performance. The Parties agree that if any of the provisions of this U.S. SPA were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 10.15Construction.

(a)Whenever the words “include,” “includes,” or “including” are used in this U.S. SPA, they shall be deemed to be followed by the words “without limitation.”

(b)All terms defined in this U.S. SPA shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in this U.S. SPA are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to a Person are also to its permitted successors and assigns.

(c)Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of

53

statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein.

(d)All article, section, paragraph, schedule and exhibit references used in this U.S. SPA are to articles, sections, paragraphs, schedules and exhibits to this U.S. SPA unless otherwise specified.

(e)The Parties acknowledge that each Party and its attorney has reviewed this U.S. SPA and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this U.S. SPA.

Section 10.16Actions by BRKR. Any decision by BRKR relating to a dispute or a potential dispute between BRKR and Sellers shall be subject to the approval of the Audit Committee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

BRUKER BIOSCIENCES CORPORATION
By:	/s/ Frank H. Laukien, Ph.D.
	Name:		Frank H. Laukien, Ph.D.
	Title:		Chief Executive Officer and President
BRUKER BIOSPIN INC.
By:		/s/ Richard M. Stein
		Name:	Richard M. Stein
		Title:	Secretary
DIRK D. LAUKIEN
/s/ Dirk D. Laukien, Ph.D.
FRANK H. LAUKIEN
/s/ Frank H. Laukien, Ph.D.
ISOLDE LAUKIEN-KLEINER
/s/ Isolde Laukien-Kleiner
JOERG C. LAUKIEN
/s/ Joerg C. Laukien
MARC M. LAUKIEN
/s/ Marc M. Laukien
ROBYN L. LAUKIEN
/s/ Robyn L. Laukien

EX-2.2

EXHIBIT 2.2

GERMAN SHARE PURCHASE AGREEMENT

regarding the

acquisition of

BRUKER PHYSIK GMBH

and

TECHNEON AG

Dated as of December 2, 2007

Table of Contents

		Page
ARTICLE I	DEFINITIONS AND DEFINED TERMS	4
Section 1.1	Definitions.	4
ARTICLE II	PURCHASE AND SALE OF SHARES; CLOSING	7
Section 2.1	Current Status.	7
Section 2.2	Purchase and Sale of BPhysik Shares.	8
Section 2.3	Purchase and Sale of Techneon Shares.	9
Section 2.4	Purchase and Sale of SciTec Real Property	9
Section 2.5	Purchase Prices	10
Section 2.6	The Closing	10
Section 2.7	Deliveries and Actions at Closing	10
Section 2.8	Withholding	11
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF SELLERS	11
Section 3.1	Power and Authority	12
Section 3.2	Enforceability	12
Section 3.3	No Violation	12
Section 3.4	No Conflict	12
Section 3.5	Litigation	12
Section 3.6	No Other Agreement	12
Section 3.7	No Broker	12
Section 3.8	Ownership of the Shares	13
Section 3.9	Withholding Tax	13
Section 3.10	Seller 1’s Assets	13
Section 3.11	SciTec Verwaltungs	13
Section 3.12	SciTec Real Property	13
ARTICLE IV	REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES	14
Section 4.1	Organization and Good Standing	14
Section 4.2	Authorization and Effect of German SPA.	15
Section 4.3	Capitalization of the Target Companies.	15
Section 4.4	Capitalization of the Subsidiaries; Other Interests.	16
Section 4.5	No Conflict	16
Section 4.6	Permits; Compliance with Law.	17
Section 4.7	Books and Records	17
Section 4.8	Litigation	18
Section 4.9	Financial Statements; Undisclosed Liabilities.	18
Section 4.10	Absence of Certain Changes	18
Section 4.11	Contracts.	19
Section 4.12	Transactions with Affiliates	21
Section 4.13	Insurance	21
Section 4.14	Accounts Receivable	21

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Section 4.15	Real Property; Leases.	22
Section 4.16	Environmental.	22
Section 4.17	No Broker	24
Section 4.18	Labor Relations and Employee Benefits.	24
Section 4.19	Taxes and Tax Returns	25
Section 4.20	Proprietary Rights.	27
Section 4.21	Information Technology.	28
Section 4.22	Guarantees	29
Section 4.23	Bank Accounts	29
Section 4.24	Foreign Corrupt Practices and International Trade Sanctions	29
Section 4.25	Inventory	29
Section 4.26	Deposits	29
Section 4.27	No Misleading Statements	29
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF PURCHASERS	30
Section 5.1	Organization of Purchasers; Authority	30
Section 5.2	Authorization; Enforceability.	30
Section 5.3	No Conflict	30
Section 5.4	No Broker	31
Section 5.5	Investment Representation	31
Section 5.6	Accredited Investor	31
ARTICLE VI	COVENANTS	31
Section 6.1	Operation of the Target Companies Pending the Closing	31
Section 6.2	Access	34
Section 6.3	Notification.	34
Section 6.4	No Inconsistent Action	34
Section 6.5	Reasonable Best Efforts.	34
Section 6.6	Further Assurances	35
Section 6.7	No Solicitation.	35
Section 6.8	Tax Matters.	36
Section 6.9	Release	36
Section 6.10	Voting Agreement	37
Section 6.11	Non-competition and Non-solicitation	37
Section 6.12	No Election	37
Section 6.13	Compulsory Share Transfer	37
Section 6.14	SciTec Real Property Confirmations	38
ARTICLE VII	CLOSING CONDITIONS	38
Section 7.1	Conditions to Each Party’s Obligations	38
Section 7.2	Conditions Precedent to Obligations of Purchasers	38
Section 7.3	Conditions Precedent to Obligations of Sellers	40
ARTICLE VIII	TERMINATION	40
Section 8.1	Termination	40
Section 8.2	Procedure and Effect of Termination	41

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ARTICLE IX	SURVIVAL; INDEMNIFICATION	42
Section 9.1	Survival of Indemnification Rights	42
Section 9.2	Indemnification Obligations	42
Section 9.3	Indemnification Procedure.	43
Section 9.4	Calculation of Indemnity Payments	44
Section 9.5	Indemnification Amounts.	44
Section 9.6	Exclusive Remedy	45
ARTICLE X	MISCELLANEOUS PROVISIONS	45
Section 10.1	Notices	45
Section 10.2	Expenses	47
Section 10.3	Successors and Assigns	47
Section 10.4	Extension; Waiver	48
Section 10.5	Entire Agreement; Schedules	48
Section 10.6	Amendments, Supplements, Etc	48
Section 10.7	Applicable Law	48
Section 10.8	Waiver of Jury Trial	49
Section 10.9	Actions by Sellers	49
Section 10.10	Execution in Counterparts	49
Section 10.11	Titles and Headings	49
Section 10.12	Invalid Provisions	49
Section 10.13	Publicity	49
Section 10.14	Specific Performance	49
Section 10.15	Construction.	50
Section 10.16	Actions by Purchasers	50

EXHIBITS

Exhibit A — Financing Documents

Exhibit B — Press Release

These exhibits are omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant will furnish a copy of any omitted exhibit to the Securities and Exchange Commission supplementally upon request.

iii

List of Schedules

Schedule 2.1(d)	Subsidiaries
Schedule 2.1(e)	Corporate Documents
Schedule 2.1(f)	SciTec Real Property
Schedule 2.2(d)	Form of Bruker Physik Share Transfer Deed
Schedule 2.3(c)	Form of Techneon Transfer Deed
Schedule 2.4	Form of SciTec Real Property Sale and Transfer Agreement
Schedule 2.5	Purchase Price Allocation
Schedule 3.3	No Violation
Schedule 3.12	SciTec Real Property
Schedule 4.3(c)	Options, Warrants, Calls, Rights Etc.
Schedule 4.4(c)	Other Interests
Schedule 4.5	No Conflict
Schedule 4.6(a)	Permits
Schedule 4.7	Books and Records
Schedule 4.9	Financial Statements; Undisclosed Liabilities
Schedule 4.10	Absence of Certain Changes
Schedule 4.11(a)	Contracts
Schedule 4.12	Transactions with Affiliates
Schedule 4.13	Insurance
Schedule 4.15(a)	Owned Real Property
Schedule 4.15(b)	Real Property Leases
Schedule 4.16	Environmental
Schedule 4.18(b)	Service Agreement
Schedule 4.18(c)	Employee Benefits
Schedule 4.18(d)	Pensions
Schedule 4.19	Taxes and Tax Returns
Schedule 4.20(a)	Target Companies’ Proprietary Rights
Schedule 4.20(b)	Target Companies’ Proprietary Rights
Schedule 4.21	Information Technology
Schedule 4.22	Guarantees
Schedule 4.23	Bank Accounts
Schedule 4.27	No Misleading Statements
Schedule 5.3	No Conflict
Schedule 6.7(a)	No Solicitation

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GERMAN SHARE PURCHASE AGREEMENT

This GERMAN SHARE PURCHASE AGREEMENT (this “Agreement” or “German SPA”) is made and entered into as of December 2, 2007 by and among:

1.SciTec GmbH & Co. KG, Silberstreifen 4, 76287 Rheinstetten, Germany, a limited partnership under German law, registered with the Local Court of Mannheim under HRA 104585,

- “Seller 1” -

2.Dirk D. Laukien, 42 Pleasant Bend Drive, The Woodlands, TX, 77382, USA,

- “Seller 2” -

3.Frank H. Laukien, 294 Commonwealth Avenue, Apt. 2, Boston, MA, 02115, USA,

- “Seller 3” -

4.Isolde Laukien-Kleiner, Lichtentaler Allee 68, 76530 Baden-Baden, Germany,

- “Seller 4” -

5.Joerg C. Laukien, Markgrafenstrasse 34, 76530 Baden-Baden, Germany,

- “Seller 5” -

6.Marc M. Laukien, 809 Harbour Isles Ct, N. Palm Beach, FL, 33410, USA,

- “Seller 6” -

7.Robyn L. Laukien, 12 Smith Hill Road, Lincoln, MA, 01773, USA,

- “Seller 7” -

- Sellers 1 through 7 collectively referred to as “Sellers” -

- Sellers 2 through 7 collectively referred to as “Laukien Sellers” -

and

8.Bruker BioSciences Corporation, 40 Manning Road, Billerica, MA, 01821, USA, a Delaware corporation,

- “Purchaser 1” -

9.Bruker Daltonik GmbH, Fahrenheitstr. 4, D-28359 Bremen, Germany, a German limited liability company, registered with the Local Court of Bremen under HRB 8150,

- “Purchaser 2” -

10.Bruker Optik GmbH, Rudolf-Plank-Str. 27, 76275 Ettlingen, Germany, a German limited liability company, registered with the Local Court of Mannheim under HRB 362608,

-“Purchaser 3” -

- Purchasers 1 through 3 collectively referred to as “Purchasers” -

and

11.Bruker Physik GmbH, Am Silberstreifen 4, 76287 Rheinstetten, Germany, a German limited liability company, registered with the Local Court of Mannheim under HRB 702671,

- “Bruker Physik” -

12.Techneon AG, c/o Bruker BioSpin AG, Industriestrasse 26, CH — 8117 Fällanden, Switzerland, a Swiss stock corporation, registered with the commercial register of the Canton of Zurich under CH-020.3.925.959-1,

- “Techneon” -

- Bruker Physik and Techneon each a “Target Company” or collectively the “Target Companies” -

- Sellers, Purchasers, Bruker Physik and Techneon collectively referred to as the “Parties” -

RECITALS

WHEREAS, Bruker Physik is a German limited liability company with a registered share capital (Stammkapital) of nominal €8,500,000; Sellers hold 87% of the registered share capital of Bruker Physik, the remaining 13% of the registered share capital in Bruker Physik (each share in Bruker Physik a “BPhysik Share” and together the “BPhysik Shares”) being held by Techneon;

WHEREAS, Techneon is a Swiss stock corporation with a stated share capital of nominal CHF 8,000,000, divided into 8,000 registered shares on nominal CHF 1,000 each (together the “Techneon Shares” and together with the BPhysik Shares the “Shares”), being held entirely by Seller 1 (other than, prior to the Compulsory Share Transfer, the Compulsory Shares);

WHEREAS, Seller 1 and Seller 4 co-own (1/2 co-ownership each) one piece of real property in Ettlingen (registered as Nr. 4276 in the land register of Ettlingen) (“SciTec Real Property”);

WHEREAS, the Board of Directors of BRKR has appointed a Special Committee of independent directors to consider the acquisition of the Bruker BioSpin group of companies (the transactions effecting such acquisition, the “Transactions”), which is comprised of Bruker BioSpin Inc. (“BioSpin U.S.”), Bruker BioSpin Invest AG (“Invest”), Bruker Physik and Techneon, and each of their respective Subsidiaries;

2

WHEREAS, reference is made to that certain U.S. Stock Purchase Agreement, dated as of December 2, 2007, by and among BRKR, Laukien Sellers and BioSpin U.S. (the “U.S. SPA”), wherein is contemplated the acquisition of BioSpin U.S. by BRKR;

WHEREAS, pursuant to Section 2.5 of the U.S. SPA, an escrow fund of $92,000,000 (the “Indemnity Escrow”), to be funded by the purchase price of the U.S. SPA, shall be created to serve as security for fulfillment by Sellers of their obligations pursuant to Article IX of this German SPA, Article IX of the U.S. SPA and Article X of the Swiss Merger Agreement;

WHEREAS, the closing of the transactions contemplated by the U.S. SPA shall occur prior to the Closing of the transactions contemplated by this German SPA;

WHEREAS, reference is made to that certain Swiss Agreement and Plan of Merger, dated as of December 2, 2007, by and among BRKR, Bruker BioSpin Beteiligungs AG, a Swiss stock corporation and a direct, wholly owned subsidiary of BRKR (“Merger Sub”), Laukien Sellers and Invest (the “Swiss Merger Agreement”), wherein is contemplated the acquisition of Invest by BRKR by means of a share exchange, share cancellation and reverse subsidiary merger in which Merger Sub is intended to be merged with and into Invest, with Invest surviving the merger and becoming a direct, wholly owned subsidiary of BRKR, solely in exchange for the delivery of shares of BRKR Stock to Sellers;

WHEREAS, before the Closing Date, Invest will pay a special cash dividend of CHF 75,000,000 in the aggregate to be distributed to holders, as of the relevant record date, of outstanding Invest common shares;

WHEREAS, pursuant to this German SPA, (i) in a first step, Sellers desire to sell 50.5% of the BPhysik Shares to Purchaser 1 and 18.25% of the BPhysik Shares to each of Purchasers 2 and 3, (ii) in a second step, Seller 1 desires to sell the Techneon Shares to Bruker Physik, and (iii) in a third step, Sellers 1 and 4 desire to sell the SciTec Real Property to Purchaser 3 herein; and

WHEREAS, after the consummation of the Transactions, BRKR intends to cause itself to be renamed “Bruker Corporation”;

WHEREAS, BRKR has received a commitment letter for an underwritten credit facility, which is required for the financing of the Transactions, from certain lenders as set forth in Exhibit A;

Now, therefore, the Parties agree as follows:

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ARTICLE I
DEFINITIONS AND DEFINED TERMS

Section 1.1Definitions.

(a)As used in this German SPA, the following terms shall have the following meanings:

“Ancillary Agreements” shall mean the Bruker Physik Share Transfer Deed, the Techneon Transfer Deed and the SciTec Real Property Sale and Transfer Agreement.

“BRKR” shall mean Bruker BioSciences Corporation, a Delaware corporation.

“CHF” shall mean the lawful currency of Switzerland.

“Consent” shall mean any consent, approval or authorization of, notice to, permit, or designation, registration, declaration or filing with, any Person, including any consents and approvals from Purchasers’ and the Target Companies’ (and their respective Subsidiaries’) existing lenders.

“Corporate Documents” shall mean (i) the current commercial register extract, (ii) pending register applications (or equivalent documents), if any, (iii) the current version of the articles of association or partnership agreement (or equivalent document or agreement), (iv) any pending shareholders or partners resolutions or other statements to change such articles or agreement and (v) all other Organizational Documents.

“Directors and Officers” shall mean any managing directors (Geschäftsführer), members of the management board (Mitglieder des Vorstandes), members of the supervisory board (Mitglieder des Aufsichtsrats), members of the board of directors or any other statutory representatives or members of any other statutory bodies of representation of any legal entity in any jurisdiction.

“Employee” shall mean any employee of the Target Companies or their Subsidiaries or any person providing services through a third-party employee leasing or similar organization.

“GAAP” shall mean accounting (including valuation and consolidation) principles generally accepted in the stated jurisdiction, and the statutory provisions underlying such principles.

“Knowledge” (including the word “Known” and the phrase “to the Knowledge of” and words or phrases of similar import) as to Sellers or the Target Companies shall mean the knowledge of (i) Sellers with respect to Sellers and (ii) Bernd Gewiese, Wulf-Ingo Jung, Arne Kasten, Albrecht Kehr, Tony Keller, Burkhard Prause, Gerhard Roth, Klaus Schlenga and Dieter Schmalbein, and Laukien Sellers with respect to the Target Companies and their Subsidiaries, in all such cases, assuming reasonable inquiry.

“Material Adverse Effect” shall mean any circumstance, change or effect that, individually or in the aggregate with other circumstances, changes or effects, is or is reasonably likely to materially delay or impede consummation of the transactions contemplated by this German SPA or be materially adverse to the business, operations (including results of

4

operations), prospects, assets, liabilities, or financial condition of the Target Companies and their Subsidiaries taken as a whole; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a Material Adverse Effect: (a) events, circumstances, changes or effects (including legal and regulatory changes) that generally affect the industries in which each of the Target Companies and their Subsidiaries operate, other than such events, circumstances, changes or effects that disproportionately affect (relative to other industry participants) the Target Companies or their Subsidiaries and (b) changes caused by a material worsening of current conditions caused by acts of terrorism or war occurring after the date hereof.

“Ordinary Course of Business” shall mean the ordinary course of business of the Target Companies and their respective Subsidiaries consistent with past practice.

“Permits” shall mean all permits, licenses, approvals, certifications, registrations, franchises, notices and authorizations issued by any Governmental Authority that are used or held for use in, necessary or otherwise relate to the ownership, operation or other use of any businesses of the Target Companies or their Subsidiaries.

“Permitted Liens” shall mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business for amounts which are not material and not yet due and payable and which secure an obligation of the Target Companies or their Subsidiaries, (ii) Liens arising under Contracts with Third Parties entered into in the Ordinary Course of Business in respect of amounts still owing, which Liens are reflected in the Financial Statements, (iii) Liens for Taxes that are not due and payable and (iv) any Lien arising by operation of law.

“Schedule” shall mean that schedule delivered to Purchasers by Sellers prior to the execution of this German SPA (each numbered Schedule of which qualifies only the correspondingly numbered representation, warranty or covenant to the extent specified therein).

“Swiss Closing” has the meaning ascribed thereto in the Swiss Merger Agreement.

“Target Company IT Systems” shall mean any and all information technology and computer systems (including software, hardware and other equipment, firmware and embedded software) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, which technology and systems are used in or necessary to the conduct of the business of the Target Companies or the Subsidiaries.

(b)Terms defined in the U.S. SPA shall, when used in this German SPA and unless otherwise defined in this German SPA, have the meaning ascribed to them in the U.S. SPA.

5

(c)Each of the following terms is defined in the Section set forth opposite such term:

Accounts Receivable	4.14
Agreement	Preamble
Alternative Proposal	6.7(b)
BioSpin U.S.	Recitals
BPhysik Purchase Price	2.5(a)
BPhysik Shares	Recitals
Bruker Physik	Preamble
Bruker Physik Share Transfer Deed	2.2(d)
Closing	2.6
Closing Date	2.6
Compulsory Shareholders	2.1(c)
Compulsory Shares	2.1(c)
Compulsory Share Transfer	6.13
Deposit	4.26
Employee Benefits	4.18(c)
Environmental Law	4.16(e)(ii)
Environmental Permits	4.16(e)(iii)
Financial Statements	4.9(a)
German SPA	Preamble
Group Entities	2.1(d)
Hazardous Substances	4.16(e)(i)
Indemnity Cap	9.5(a)
Indemnity Escrow	Recitals
Invest	Recitals
Laukien Sellers	Preamble
Leased Real Property	4.15(b)
Merger Sub	Recitals
Owned Proprietary Rights	4.20(a)
Owned Real Property	4.15(a)
Parties	Preamble
Pension Commitments	4.18(d)
Proceeding	3.5
Proprietary Rights	4.20(a)
Purchaser 1	Preamble
Purchaser 2	Preamble
Purchaser 3	Preamble
Purchaser Indemnified Parties	9.2
Purchasers	Preamble
Real Property	4.15(b)
Real Property Leases	4.15(b)
Refund	4.26
Related Party	4.12
Release	4.16(e)(iv)
Representatives	6.2
SciTec Real Property	Recitals
SciTec Real Property Purchase Price	2.5(c)
SciTec Real Property Sale and Transfer Agreement	2.4

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SciTec Verwaltungs	3.10
Seller 1	Preamble
Seller 2	Preamble
Seller 3	Preamble
Seller 4	Preamble
Seller 5	Preamble
Seller 6	Preamble
Seller 7	Preamble
Sellers	Preamble
Senior Employees’ Agreements	4.18(b)
Shares	Recitals
Subsidiaries	2.1(d)
Subsidiary Interests	2.1(d)
Swiss Merger Agreement	Recitals
Target Companies	Preamble
Target Company Contracts	4.11(a)
Target Company Proprietary Rights	4.20(a)
Tax Deductible	9.2(d)
Techneon	Preamble
Techneon Purchase Price	2.5(b)
Techneon Shares	Recitals
Techneon Transfer Deed	2.3(c)
Trade Secrets	4.20(a)
Transactions	Recitals
U.S. SPA	Recitals

ARTICLE II
PURCHASE AND SALE OF SHARES; CLOSING

Section 2.1Current Status.

(a)Bruker Physik GmbH is a German limited liability company with a registered share capital (Stammkapital) in the nominal amount of €8,500,000 all of which is fully paid up and has not been directly or indirectly repaid.

(b)The BPhysik Shares are held as follows:

Shareholder	Percentage		Number of Share Certificates	Nominal Amount
SciTec GmbH & Co. KG	61.50	%	1	€	5,227,500
Dirk D. Laukien	5.00	%	1	€	425,000
Frank H. Laukien	3.6718	%	1	€	312,100
Isolde Laukien-Kleiner	5.50	%	1	€	467,500
Joerg C. Laukien	5.00	%	1	€	425,000
Marc M. Laukien	5.00	%	1	€	425,000
Robyn L. Laukien	1.3282	%	1	€	112,900
Techneon AG	13.00	%	1	€	1,105,000

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(c)Techneon and the Techneon Shares. Techneon is a Swiss stock corporation with a registered share capital (Aktienkapital) of CHF 8,000,000, divided into 8,000 registered shares of nominal CHF 1,000 each, all of which is fully paid up and has not been directly or indirectly repaid. The Techneon Shares are being held, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws, as follows: (i) 7,996 Techneon Shares held of record and beneficially by Seller 1 and (ii) one Techneon Share held of record by each of Roger Deutsch, René Jeker, Seller 5 and Werner Schittenhelm (the “Compulsory Shareholders”), in each case for the benefit of Seller 1 (the “Compulsory Shares”). Prior to the Closing, Seller 1 shall have good and valid title to, and shall own of record and beneficially, all Compulsory Shares free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws.

(d)Subsidiaries; Group Entities. The Target Companies hold, directly or indirectly, interests in other legal entities as shown (in each case with the percentage and the number and par value or nominal amount, if any, of such interests) in Schedule 2.1(d) (the “Subsidiaries”). The Target Companies and the Subsidiaries shall be collectively referred to as the “Group Entities” and the interests of the Target Companies or any Group Entity in any Group Entity as the “Subsidiary Interests”.

(e)Schedule 2.1(e) includes copies of all Corporate Documents for each Group Entity.

(f)SciTec Real Property. Sellers 1 and 4 each hold a 50% co-ownership (1/2 Miteigentumsanteil) in the SciTec Real Property. A true and correct extract from the land register (Grundbuchauszug) for the SciTec Real Property is attached hereto as Schedule 2.1(f). Except as registered therein, or set out in that certain purchase agreement dated June 8, 1989 (deed 1 UR 512/89 Notariat Ettlingen), the SciTec Real Property is free of any encumbrances of whatever nature.

Section 2.2Purchase and Sale of BPhysik Shares.

(a)Seller 1. Seller 1 hereby sells:

(i)to Purchaser 1, one BPhysik Share in the nominal amount of €2,125,000;

(ii)to Purchaser 2, one BPhysik Share in the nominal amount of €1,551,250; and

(iii)to Purchaser 3, one BPhysik Share in the nominal amount of €1,551,250;

such BPhysik Shares to result from a split of Seller 1’s BPhysik Share in the nominal amount of €5,227,500 into one share in the nominal amount of €2,125,000  and two shares in the nominal amount of €1,551,250 each. The Purchasers hereby accept such sale of BPhysik Shares as specified above. Bruker Physik hereby grants its consent to such split of BPhysik Shares in accordance with § 17 of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).

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(b)Laukien Sellers. Each of the Laukien Sellers hereby sells to Purchaser 1 the BPhysik Shares held by him or her respectively, as specified in Section 2.1 above, and Purchaser 1 hereby accepts such sale.

(c)Ancillary Rights. The sale of the BPhysik Shares pursuant to Sections 2.2(a) and 2.2(b) above shall include all ancillary rights attaching thereto. The profit of the current fiscal year as well as the profit of previous fiscal years which has not yet been distributed shall be exclusively for the account of Purchasers.

(d)Transfer of BPhysik Shares. The transfer of BPhysik Shares sold above shall not be effected by this German SPA but by way of a separate transfer deed under German law, to be entered into before a German notary on the Closing Date, in substantially the form attached hereto as Schedule 2.2(d) (the “Bruker Physik Share Transfer Deed”).

(e)Resulting Shareholding in Bruker Physik. Upon the Bruker Physik Share Transfer Deed having become effective, the BPhysik Shares will be held as follows:

(i)Purchaser 1 holding seven shares in the aggregate nominal amount of €4,292,500, i.e., shares of nominal amounts, respectively, of €2,125,000, €425,000, €425,000, €425,000, €312,100, €467,500, and €112,900, constituting 50.5% of the entire registered share capital of Bruker Physik;

(ii)Purchasers 2 and 3 each holding one share in the nominal amount of €1,551,250, each such share constituting 18.25% of the entire stated share capital of Bruker Physik; and

(iii)Techneon holding one share in the nominal amount of €1,105,000, constituting 13.0% of the entire stated share capital of Bruker Physik.

Section 2.3Purchase and Sale of Techneon Shares.

(a)Sale of the Techneon Shares. Seller 1 hereby sells 100% of the Techneon Shares to Bruker Physik who hereby accepts such sale.

(b)Ancillary Rights. The sale of the Techneon Shares shall include all ancillary rights attaching thereto (Nebenrechte). The profit of the current fiscal year as well as the profit of previous fiscal years which has not been distributed shall be exclusively for the account of Bruker Physik.

(c)Assignment of Techneon Shares. The assignment of the Techneon Shares sold above shall not be effected by this German SPA but by way of a separate assignment deed under Swiss law to be entered into immediately after the Bruker Physik Share Transfer Deed has been entered into, in substantially the form attached hereto as Schedule 2.3(c) (the “Techneon Transfer Deed”).

Section 2.4Purchase and Sale of SciTec Real Property. Sellers 1 and 4 as sellers and Purchaser 3 as purchaser hereby undertake, without undue delay, to enter into a real property sale and transfer agreement regarding the SciTec Real Property before a German notary public, in substantially the form attached hereto as Schedule 2.4 (the “SciTec Real Property Sale and Transfer Agreement”).

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Section 2.5Purchase Prices. The aggregate purchase price for 87% of the BPhysik Shares, 100% of the Techneon Shares and the SciTec Real Property sold hereunder shall be cash payments apportioned as follows:

(a)The aggregate purchase price for 87% of the BPhysik Shares sold hereunder shall be a cash payment in the amount of $143,460,000 (the “BPhysik Purchase Price”). The BPhysik Purchase Price will be payable by Purchasers to Sellers in accordance with Schedule 2.5 in an amount to each Seller as set forth opposite such Seller’s name under the heading “Portion of BPhysik Purchase Price”.

(b)The aggregate purchase price for the Techneon Shares sold hereunder shall be a cash payment in the amount of $142,540,000 (the “Techneon Purchase Price”).

(c)The aggregate purchase price for the SciTec Real Property to be sold pursuant to the SciTec Real Property Sale and Transfer Agreement shall be a cash payment in the amount of €1,416,250 (the “SciTec Real Property Purchase Price”), to be paid to Seller 1 and Seller 4 in equal parts as specified in the SciTec Real Property Sale and Transfer Agreement.

Section 2.6The Closing. The closing of the transactions contemplated by this German SPA (the “Closing”) shall take place together with the U.S. Closing and the Swiss Closing simultaneously at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, and the offices of Dewey & LeBoeuf LLP, Taunusanlage 1, 60329 Frankfurt am Main, Germany, at 10:00 a.m., New York time, on the later of (i) January 23, 2008 and (ii) the first (1st) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or such other date as Purchasers, the Target Companies and Sellers may mutually agree in writing (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:03 a.m., New York time, on the Closing Date.

Section 2.7Deliveries and Actions at Closing. At the Closing:

(a)Sellers shall deliver the following documents and deliverables to Purchasers:

(i)a receipt to Purchasers executed by Sellers for the BPhysik Purchase Price;

(ii)a receipt to Bruker Physik executed by Seller 1 for the Techneon Purchase Price;

(iii)a receipt to Purchaser 3 executed by Sellers 1 and 4 for the SciTec Real Property Purchase Price; and

(iv)all other documents and instruments required to be delivered by Sellers pursuant to this German SPA or any Ancillary Agreement to which the Sellers are or are required to be a party, including those set forth in Article VII, and any other document or instrument reasonably requested by Purchasers or Bruker Physik.

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(b)The Target Companies shall deliver to Purchasers all documents and instruments required to be delivered by the Target Companies pursuant to this German SPA or any Ancillary Agreement to which a Target Company is or is required to be a party, including those set forth on Article VII, and any other document or instrument reasonably requested by Purchasers.

(c)Purchasers and Bruker Physik shall deliver the following documents and deliverables to each Seller:

(i)an amount equal to such Seller’s portion of the BPhysik Purchase Price set forth on Schedule 2.5, the Techneon Purchase Price and the SciTec Real Property Purchase Price, as applicable, by wire transfer to an account specified by such Seller in writing to Purchasers and Bruker Physik no less than three (3) Business Days prior to the Closing Date; and

(ii)all other documents and instruments required to be delivered by Purchasers and Bruker Physik pursuant to Article VII.

(d)Seller 1 shall deliver the following documents and deliverables to Purchasers:

(i)a share register of Techneon duly issued by the board of directors of Techneon showing that SciTec is the registered shareholder of all Techneon Shares;

(ii)to Bruker Physik, a circular resolution signed by all members of the board of directors of Techneon evidencing that the board of directors of Techneon resolved that Bruker Physik, contingent upon the Closing, shall be registered in Techneon’s share register as shareholder in respect of all Techneon Shares;

(e)Sellers and Purchasers shall enter into the Bruker Physik Share Transfer Deed and Bruker Physik and Seller 1 shall enter into the Techneon Transfer Deed.

Section 2.8Withholding. Purchasers and Bruker Physik shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this German SPA such amounts as they reasonably determine they should deduct and withhold with respect to the making of such payment under the Code and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, including any Taxing Authority, such amounts shall be treated for all purposes of this German SPA as having been paid to the Person in respect of which such deduction and withholding was made by Purchasers or Bruker Physik.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers hereby jointly and severally represent and warrant to Purchasers (except with respect to the representations in Sections 3.8 and 3.9, which are made by each Seller in its individual capacity, Sections 3.10 and 3.11 which are made by Seller 1 alone and Section 3.12 which is made jointly by Sellers 1 and 4), as of the date hereof and as of the

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Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 3.1Power and Authority. Sellers have all necessary power and authority to execute, deliver and perform this German SPA and, as of the Closing Date, the Ancillary Agreements, if any, to which it will become a party. In particular, without limitation, Laukien Sellers do not require consent from any third party, including their respective spouses, to enter into and consummate this German SPA.

Section 3.2Enforceability. This German SPA and, as of the Closing Date, each Ancillary Agreement to which any Seller is a party have been duly executed and delivered by Sellers and (assuming due authorization, execution and delivery by Purchasers and the Target Companies), constitutes a legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 3.3No Violation. Except as set forth in Schedule 3.3, Sellers’ execution and delivery of this German SPA and, as of the Closing Date, any Ancillary Agreement to which any Seller is a party, the consummation of the transactions contemplated hereby or thereby or compliance by Sellers with any of the provisions hereof or thereof will not (a) result in the creation of any Lien upon the Shares under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement or any other instrument or obligation to which any Seller is a party or by which Sellers or the Shares may be bound or affected, by Law or otherwise, (b) violate any Law applicable to Sellers or the Shares or (c) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which any of the Sellers a party or by which any of the Sellers may be bound.

Section 3.4No Conflict. The execution and delivery of this German SPA or, as of the Closing Date, any Ancillary Agreement by Sellers and the consummation of the transactions contemplated hereby or thereby do not and shall not adversely affect the ability of Sellers or the Target Companies to enter into, perform their obligations under, and to consummate or materially delay the consummation of, the transactions contemplated by this German SPA or any Ancillary Agreement.

Section 3.5Litigation. There is no action, proceeding, claim, suit, arbitration, opposition, challenge, proceeding, charge or investigation (collectively, “Proceedings”) pending or, to the Knowledge of Sellers, threatened that relates, directly or indirectly, to this German SPA, the Shares or any action taken or to be taken in connection with this German SPA or any Ancillary Agreement.

Section 3.6No Other Agreement. No Seller has any obligation, absolute or contingent, to any other individual, corporation, partnership, trust, limited liability company, association, joint venture or any similar entity to sell the BPhysik Shares or Techneon Shares.

Section 3.7No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for Sellers in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby

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or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 3.8Ownership of the Shares. Sellers hold unrestricted legal and beneficial title to the BPhysik Shares and, other than the Compulsory Shares prior to the Compulsory Share Transfer, the Techneon Shares, and the Target Companies and each Group Entity hold unrestricted legal and beneficial title to the Subsidiary Interests, all as set forth in Section 2.1. The information set forth in Section 2.1 is true and correct. Other than with respect to the Compulsory Shares, the Shares and the Subsidiary Interests are not pledged, attached or otherwise encumbered with any third party rights and are not subject to any (i) trust arrangement, silent partnership, sub-participation or similar arrangement, (ii) pending transfer or other disposition, (iii) sale, contribution or other contractual arrangement creating an obligation to transfer or encumber or (iv) shareholders resolution on the redemption of shares.

Section 3.9Withholding Tax. Each Seller represents that no withholding of any U.S. federal Tax, German Tax, Swiss Tax or any other Tax is required with respect to any payment to be made to such Seller in connection with the transactions contemplated by this German SPA and each Seller agrees that it will provide to Purchasers and Bruker Physik (with respect to the purchase of Techneon Shares) in a timely manner such form or forms, accurately and completely filled out and executed, as may be necessary in the opinion of Purchasers and Bruker Physik to establish such Seller’s entitlement to exemption from any such withholding.

Section 3.10Seller 1’s Assets. Seller 1 represents that its assets exclusively consist of (i) 100% of the Techneon Shares (other than with respect to the Compulsory Shares), (ii) 61.5% of the BPhysik Shares, (iii) 100% of the shares of its own general partner, i.e., SciTec Verwaltungs GmbH (“SciTec Verwaltungs”), and (iv) its 50% co-ownership of the SciTec Real Property. In particular, without limitation, there are no remaining  claims of Seller 1 against any of the Group Entities.

Section 3.11SciTec Verwaltungs. Seller 1 represents that SciTec Verwaltungs does not hold any assets except for its participation (with no capital share) in Seller 1 and that its only business is the management of Seller 1, and that therefore SciTec Verwaltungs is not material to the business of the Target Companies or the Subsidiaries in any way.

Section 3.12SciTec Real Property. Sellers 1 and 4, jointly and severally, represent the following regarding the SciTec Real Property:

(a)except as set forth in Schedule 3.12(a). the statements contained in Section 2.1(f) are true and correct;

(b)the land register extract as per Schedule 2.1(f) is true, complete and correct;

(c)except as provided for in the SciTec Real Property Sale and Transfer Agreement there are no acts or transactions requiring registration in the land registry that have not yet been registered;

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(d)upon completion of the SciTec Real Property Sale and Transfer Agreement, Purchaser 3 will become the sole and, except as set forth in the SciTec Real Property Sale and Transfer Agreement, unencumbered owner of the SciTec Real Property;

(e)to the Knowledge of Seller 1 and Seller 4, there are no environmental hazards and/or pollution of the soil or the ground water on the SciTec Real Property, no redevelopment order has been issued, no decontamination measures have been conducted on the basis of an official order or for any other reason with respect to the SciTec Real Property; Sellers 1 and 4 have no knowledge of environmental hazards and/or pollution with respect to the neighboring properties;

(f)there are no public levies and dues, including development costs (Erschließungsbeiträge), due or becoming due as a result of any pre-Closing facts or actions;

(g)except as set forth on Schedule 3.12(g), there are no agreements with public authorities or private parties restricting the use of the SciTec Real Property; and

(h)SciTec Real Property is not located in an area:

(i)that is formally declared as a redevelopment area (Sanierungsgebiet) or development area (Entwicklungsgebiet),

(ii)for which a preliminary analysis has been conducted with the purpose of declaring it as a redevelopment area or a development area (§ 141 subsections 3 and 4 of the German Construction Code),

(iii)for which a preservation statute (Erhaltungssatzung) is in force or a resolution about a preservation statute has been adopted or publicized in a manner customary in a place,

(iv)which is a re-allotment area (Umlegungsgebiet) or a flooding area (Überflutungsgebiet), or

(v)for which a change ban (Veränderungssperre) has been decreed.

ARTICLE IVREPRESENTATIONS AND WARRANTIES REGARDING
THE TARGET COMPANIES

Each of Sellers and the Target Companies, jointly and severally, hereby represent and warrant to Purchasers, as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 4.1Organization and Good Standing. The Target Companies and the Subsidiaries are duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and have the requisite corporate, partnership or limited liability company authority and power to own, lease, operate and otherwise hold their property and assets and to conduct their business as currently being conducted. The Target Companies and the Subsidiaries are duly qualified to do business as a foreign company and are in good standing in each jurisdiction where the property owned by the Target Companies and the Subsidiaries or the nature of their business require such qualification, except where

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the failure to be so qualified could not reasonably be expected to have an adverse effect on the Target Companies or the Subsidiaries in any material respect.

Section 4.2Authorization and Effect of German SPA.

(a)The execution and delivery by the Target Companies of this German SPA and, as of the Closing Date, the Ancillary Agreements to which they are a party and to perform their obligations hereunder and thereunder and to consummate the transactions contemplated hereby or thereby on or prior to the Closing have been duly and validly authorized and approved by all requisite action on the part of the Target Companies, and no other action by the Target Companies is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions.

(b)This German SPA and, as of the Closing Date, the Ancillary Agreements to which the Target Companies are a party have been duly executed and delivered by the Target Companies, and (assuming due authorization, execution and delivery by Purchasers and the Sellers) this German SPA and, as of the Closing Date, each such Ancillary Agreement constitutes a legal, valid and binding obligation of the Target Companies, enforceable against the Target Companies in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 4.3Capitalization of the Target Companies.

(a)The BPhysik Shares are fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions.

(b)As of the date hereof, the capital stock of Techneon consists of 8,000 registered shares of common stock, par value CHF 1,000 per share, of which all are issued and outstanding on the date hereof and held beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record by Seller 1. No share certificates incorporating any of the Techneon Shares have ever been issued. There are no shares of preferred stock authorized or outstanding. There exists no contingent or authorized share capital. The shares of Techneon held by Seller 1, together with the Compulsory Shares prior to the Compulsory Share Transfer, constitute all of the issued and outstanding shares of capital stock of Techneon as of the date hereof and have been duly authorized and are validly issued. All Techneon Shares are fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions. Seller 1 has good and valid title to own, beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record, the Techneon Shares, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated under this German SPA and registration of the Techneon Shares in the name of Bruker Physik in the share register of Techneon, Bruker Physik will own all the Techneon Shares free and clear of all Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated under this German SPA, the Techneon Shares will be fully paid and nonassessable. The share register of Techneon

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accurately records: (i) the name and address of each Person owning Techneon Shares and (ii) the number of Techneon Shares held by each of the Persons as per (i) above.

(c)The Target Companies have not issued any securities in violation of any preemptive or similar rights and, except as set forth on Schedule 4.3(c), there are no options, warrants, calls, rights or other securities convertible into or exchangeable or exercisable for equity securities of the Target Companies, any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase, redemption or other acquisition of equity interests of the Target Companies, and there are no agreements of any kind which may obligate the Target Companies to issue, purchase, redeem or otherwise acquire any of its equity interests. No shares of the issued and outstanding shares of the stated share capital or partnership interests of the Target Companies are held in the treasury of the Target Companies or the Subsidiaries. There are no voting agreements, shareholder’s agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Target Companies.

Section 4.4Capitalization of the Subsidiaries; Other Interests.

(a)Schedule 2.1(d) sets forth each of the Target Companies’ directly and indirectly owned Subsidiaries. Schedule 2.1(d) sets forth the designation, par value and the number of authorized, issued and outstanding shares of capital stock or membership interests for each Subsidiary and the number and percentage ownership interest of the Target Companies (if direct) or of the Target Companies’ Subsidiary (if indirect) in each such Subsidiary. All of the outstanding shares of capital stock or membership interests of each Subsidiary (i) are duly authorized and are validly issued, fully paid and nonassessable and have not been issued and were not issued in violation of any preemptive or other similar right and (ii) are owned of record and beneficially by the Target Companies or the Subsidiary set forth on Schedule 2.1(d), in each case, free and clear of any Lien other than Permitted Liens or restrictions on transfer which may arise solely under applicable securities Laws.

(b)There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity interests of the Subsidiaries, any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase or, redemption or other acquisition of equity interests of the Subsidiaries, and there are no agreements of any kind which may obligate the Subsidiaries to issue, purchase, redeem or otherwise acquire any of their respective equity interests. There are no voting agreements, shareholders’ agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Subsidiaries.

(c)Except as set forth on Schedule 2.1(d) and Schedule 4.4(c), neither the Target Companies nor any Subsidiaries own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or other Person other than in a Subsidiary.

Section 4.5No Conflict. The execution and delivery by the Target Companies of this German SPA or any Ancillary Agreement and the consummation by the Target Companies of the transactions contemplated hereby and thereby do not and shall not:

(a)violate, conflict with or result in the breach of any Organizational Document of the Target Companies;

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(b)violate or conflict with any Law applicable to the Target Companies or the Subsidiaries or any of their respective assets, properties or businesses or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority, except (i) as described on Schedule 4.5(b), and (ii) the applicable notification and waiting period requirements of the HSR Act and the requirements of the antitrust laws of any relevant jurisdiction; or

(c)except as described on Schedule 4.5(c), (i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which the Target Companies or any Subsidiaries are a party or by which the Target Companies or any Subsidiaries may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien under any such Contract or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien;

except, in the case of clause (c) above, for any conflict, breach, default, termination or Lien that would not reasonably be expected to (A) adversely affect in any material respect the ability of the Target Companies to enter into, perform its obligations under, and to consummate the transactions contemplated by, this German SPA or (B) adversely affect in any material respect the business, operations (including results of operations), assets, liabilities or financial condition of the Target Companies and the Subsidiaries.

Section 4.6Permits; Compliance with Law.

(a)The Target Companies and the Subsidiaries hold all Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws. Schedule 4.6(a) sets forth a true and complete list of all such Permits. All Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Permits. No Proceeding is pending or, to the Knowledge of the Target Companies, threatened, to suspend, revoke, withdraw, modify or limit any Permit. The transactions contemplated by this German SPA or any Ancillary Agreement do not give rise to the requirement of any consent, approval or modification in order for each Permit to continue to be valid and in full force and effect following the Closing.

(b)The Target Companies and the Subsidiaries are and have been in compliance with and are not in default under any Law applicable to the Target Companies or any of the Subsidiaries or any of their respective properties, assets or businesses.

Section 4.7Books and Records. Except as set forth on Schedule 4.7, (i) true and complete copies of the Corporate Documents of the Target Companies and the Subsidiaries, as currently in effect, have heretofore been delivered to Purchasers, (ii) the minute books of the Target Companies and the Subsidiaries accurately reflect in all material respects all actions taken at meetings, or by written consent in lieu of meetings, of the stockholders, boards of directors (or other governing body) and all committees of the boards of directors (or other governing body) of the Target Companies and the Subsidiaries, as the case may be and (iii) all corporate actions and other actions taken by the Target Companies and the Subsidiaries, as the case may be, have been duly authorized, and no such actions taken by the Target Companies and the Subsidiaries, as the case may be, have been taken in

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breach or violation of the Corporate Documents of the Target Companies and the Subsidiaries.

Section 4.8Litigation. There are no Proceedings pending or, to the Knowledge of the Target Companies, threatened that relate, directly or indirectly, to this German SPA or any Ancillary Agreement to which any of the Target Companies is a party, or any action taken or to be taken in connection with this German SPA or any Ancillary Agreement. There are no Proceedings pending or, to the Knowledge of the Target Companies, threatened that relate to (a) the Target Companies or any Subsidiary or their respective assets, properties or businesses or (b) the officers, directors, employees, stockholders or Affiliates of the Target Companies (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements that apply, in whole or in part, to the Target Companies or any Subsidiary or their respective assets, properties or business.

Section 4.9Financial Statements; Undisclosed Liabilities.

(a)Except as set forth on Schedule 4.9, the Target Companies have furnished Purchasers true and complete copies of the audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Subject Companies for each of the fiscal years ended as of and for December 31, 2005 and 2006, the related opinion of E&Y, the independent accountants of the Subject Companies and the unaudited combined balance sheet and the related unaudited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 as well as the audited statutory balance sheets of Techneon as per December 31, 2005 and 2006 and the related audited statutory statements of income together with the relevant audit reports  (collectively, together with the related notes thereto, the “Financial Statements”).

(b)The Financial Statements fairly present in all material respects the financial position and the results of operations of the Subject Companies as of the respective dates thereof and for the respective periods then ended. The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein or in the notes thereto. The Financial Statements have been prepared in accordance with the books and records of the Subject Companies consistent with past practice.

(c)Except as set forth in Schedule 4.9 and (i) as reflected or adequately reserved against in the Financial Statements and (ii) for liabilities which have been incurred since December 31, 2006 in the Ordinary Course of Business, there are no liabilities or obligations, secured or unsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the Subject Companies or that would materially delay the consummation of the transactions contemplated by this German SPA.

Section 4.10Absence of Certain Changes. Except as set forth on Schedule 4.10, since December 31, 2006, (a) the Target Companies and the Subsidiaries have been operated in the Ordinary Course of Business, (b) neither the Target Companies nor any Subsidiary has taken or agreed to take any of the actions set forth in Section 6.1, (c) there has not occurred any event or condition that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect, (d) there have been no actual or

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threatened cancellations or terminations by any material producer, agent, supplier, customer or contractor of the Target Companies or any Subsidiary and (e) there has been no material damage to or loss or theft of any of the material assets of the Target Companies or the Subsidiaries.

Section 4.11Contracts.

(a)Schedule 4.11(a) sets forth a complete and accurate list of the following Contracts to which the Target Companies or any Subsidiary is a party or by which the Target Companies or any Subsidiary or any of their respective properties or assets is or may be bound (the “Target Company Contracts”):

(i)employment Contracts with (a) any current officer, manager, director or Employee and (b) any former officer, manager, director or Employee with respect to which a Target Company or any Subsidiary remains liable for any obligations thereunder (the name, position or capacity and rate of compensation of each such person and the expiration date of each such Contract being set forth in accordance with this Section 4.11(a)), other than standard contracts required under local Law or custom;

(ii)all Contracts (other than employment contracts) with any current or former officer, manager, director, stockholder, member, Employee, consultant, agent or other representative or with an entity in which any of the foregoing is a controlling person (excluding any Contracts with respect to which a the Target Companies and the Subsidiaries have no liabilities for any obligations thereunder);

(iii)all lease, sublease, rental or other Contracts under which the Target Companies or any of the Subsidiaries is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts;

(iv)all shop agreements (Betriebsvereinbarungen), collective bargaining (Tarifverträge) or other labor or union Contracts;

(v)all instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating to the extension of credit or the granting of a Lien other than Permitted Liens, or any Contract of guarantee in favor of any Person or entity other than the Target Companies or any Subsidiary;

(vi)all confidentiality Contracts (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(vii)all partnership or joint venture Contracts;

(viii)all Contracts relating to licenses of trademarks, trade names, service marks or other Target Company Proprietary Rights;

(ix)all other Contracts material to the business of the Target Companies or any Subsidiary, other than any Contracts having only Subject Companies as parties;

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(x)all lease, sublease, rental, licensing use or similar Contracts with respect to personal property providing for annual rental license or use payments in excess of €135,000 or the guarantee of any such lease, sublease, rental or other Contracts;

(xi)all Contracts containing any covenant or provision limiting the freedom or ability of the Target Companies or any Subsidiary to engage in any line of business, engage in business in any geographical area or compete with any other Person;

(xii)all Contracts (other than Contracts having only Subject Companies as parties) for the purchase or sale of materials, supplies or equipment (including computer hardware and software), or the provision of services (including consulting services, data processing and management, project management services and clinical trial management), involving total payments in excess of €1,000,000 or containing any escalation, renegotiation or redetermination provisions, which Contracts are not terminable at will without liability, premium or penalty by the Target Companies or any Subsidiary;

(xiii)all Contracts, purchase orders or service agreements relating to capital expenditures of the Target Companies or any Subsidiary involving total payments in excess of €135,000;

(xiv)all Contracts between or among (A) the Target Companies or any Subsidiary, on the one hand, and (B) any Seller, Affiliate of any Seller, (other than the Subject Companies) or any Related Party, on the other hand;

(xv)all Contracts (A) outside the Ordinary Course of Business for the purchase, acquisition, sale or disposition of any assets or properties or (B) for the grant to any Person (excluding the Target Companies or any Subsidiary) of any option or preferential rights to purchase any assets or properties;

(xvi)all Contracts (other than Contracts having only Subject Companies as parties) pursuant to which there is either a current or future obligation of the Target Companies or any Subsidiary to make payments or provide services for a value in excess of €135,000 in any twelve (12) month period;

(xvii)all Contracts under which the Target Companies or any Subsidiary agrees to indemnify any Person (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(xviii)all non-competition, non-solicitation and any similar Contracts;

(xix)all “earn-out” agreements or arrangements or any similar Contracts; and

(xx)each amendment, supplement and modification in respect of any of the foregoing.

(b)(i) Each Target Company Contract (including, for purposes of this Section 4.11(b), all Contracts that would be deemed a “Target Company Contract” but for the

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fact that a Subject Company is a party thereto) is legal, valid, binding and enforceable against the Target Companies or the Subsidiary that is party thereto and against each other party thereto, is in full force and effect and (ii) no party is in material breach or default, and no event has occurred which would constitute (with or without notice or lapse of time or both) a material breach or default (or give rise to any right of termination, modification, cancellation or acceleration) or material loss of any benefits under any Target Company Contract.

Section 4.12Transactions with Affiliates. Except as set forth on Schedule 4.12, no Related Party, either currently or at any time since December 31, 2003 (a) has or has had any interest in any property (real or personal, tangible or intangible) that the Target Companies or any Subsidiary uses or has used in or pertaining to the business of the Target Companies or any Subsidiary or (b) has or has had any business dealings, contracts, agreements, arrangements, understandings or any financial interest in any transaction with the Target Companies or any Subsidiary or involving any assets or property of the Target Companies or any Subsidiary, other than business dealings or transactions conducted in the Ordinary Course of Business at prevailing market prices and on prevailing market terms. For purposes of this German SPA, the term “Related Party” shall mean as of any time:  Sellers, any executive officer, member, manager or director, ten percent (10%) stockholder (including any executive officers, members, managers or directors thereof) or Affiliate of the Target Companies or any Subsidiary at such time, any present or former known spouse, sibling, parent or child of any such Sellers, executive officer, member, manager, director or Affiliate of the Target Companies or any Subsidiary or any trust or other similar entity for the benefit of any of the foregoing Persons; provided, however, that the term “Related Party” shall not be deemed to include any Subject Company. Purchasers have been provided with true and complete copies of all documents listed on Schedule 4.12 and any amendments thereto.

Section 4.13Insurance. Schedule 4.13 sets forth a true and complete list of all insurance policies currently maintained relating to the Target Companies and each Subsidiary, including those which pertain to the Target Companies’ and each Subsidiary’s assets, directors, officers or employees or operations, and all such insurance policies are in full force and effect and all premiums due thereunder have been paid. There is no material claim outstanding under any such insurance policies and there are no existing circumstances likely to give rise to a claim under any such insurance policies. The Target Companies have not received notice of cancellation of any such insurance policies. The Target Companies have provided to Purchasers true and complete copies of all insurance policies (including any amendments thereto) listed on Schedule 4.13.

Section 4.14Accounts Receivable. All accounts receivable, notes receivable and other indebtedness of the Target Companies and each Subsidiary (the “Accounts Receivable”) reflected in the Financial Statements or which arose subsequent to December 31, 2006, represent bona fide, arm’s-length transactions for the sale of goods or performance of services actually delivered in the Ordinary Course of Business and, in the case of Accounts Receivable, have been billed or invoiced in the Ordinary Course of Business consistent with past practice. Except to the extent expressly reserved against or reflected on the Financial Statements (which reserves are consistent with past practice) or paid prior to the Closing, the Accounts Receivable are or will be as of the Closing Date, collectible in the Ordinary Course of Business.

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Section 4.15Real Property; Leases.

(a)Except as set forth on Schedule 4.15(a), neither the Target Companies nor any Subsidiary owns any real property (such property, the “Owned Real Property”) and, except as set forth on Schedule 4.15(a), such owned real property is owned free and clear of all Liens.

(b)Schedule 4.15(b) contains a complete and correct list of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which the Target Companies or any Subsidiary is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any other Person (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Target Companies have delivered to Purchasers true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) there exists no default under such Real Property Lease by the Target Companies or any Subsidiary nor is there any event which, with notice or the passage of time or both, could ripen into a default and neither the Target Companies nor any Subsidiary has received written notice of any such default and (ii) to the Knowledge of the Target Companies, there exists no default by any other Person thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. Each Real Property Lease is a legal, valid and binding obligation of the Target Companies and/or each Subsidiary, and, to the Knowledge of the Target Companies, each other party thereto, enforceable against each such other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the transactions contemplated by this German SPA or any Ancillary Agreement requires no Consents from any Person, except as set forth on Schedule 4.15(b) (which Consents have been obtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the amounts payable under or modification to any Real Property Lease. The Target Companies and the Subsidiaries hold good and valid leasehold estates in the Leased Real Property and the Real Property constitutes all of the real property necessary for the conduct of the Target Companies’ and the Subsidiaries’ respective businesses.

(c)(i) There is no pending or, to the Knowledge of the Target Companies, threatened condemnation (or similar proceedings) of all or any part of the Real Property, and neither the Target Companies nor any Subsidiary has assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, (ii) to the Knowledge of the Target Companies, there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any applicable Laws that could, individually or in the aggregate, result in a Material Adverse Effect, nor have the Target Companies or any Subsidiary received any notice of any special assessment proceedings affecting any Real Property, or applied for any change to the zoning or land use status of any Real Property, (iii) to the Knowledge of the Target Companies, there are no defects, structural or otherwise, with respect to any of the Real Property (or any improvements located thereon), which could reasonably be anticipated to have a material adverse impact on the value or utility of any such parcel of Real Property and (iv) there are no easements, Liens or other agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the Real Property.

Section 4.16Environmental.

(a)The Target Companies and the Subsidiaries hold all Environmental Permits necessary for the ownership and lease of their properties and assets and the lawful

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conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws; Schedule 4.16(a) sets forth a true and complete list of all such Environmental Permits. All such Environmental Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Environmental Permits. No Proceeding is pending or, to the Knowledge of the Target Companies, threatened, to suspend, revoke, withdraw, modify or limit any such Environmental Permit. The transactions contemplated by this German SPA or any Ancillary Agreement do not give rise to the requirement of any filing, consent, approval or modification in order for each Environmental Permit to continue to be valid and in full force and effect following the Closing.

(b)The Target Companies and the Subsidiaries comply and have complied in all respects with and are not in default under any Environmental Law applicable to Target Companies or any of its Subsidiaries or any of their respective properties or assets.

(c)There are no Proceedings arising under any Environmental Law pending or, to the Knowledge of the Target Companies, threatened that relate to the (i) Target Companies or any Subsidiary or their respective assets, properties or businesses or (ii) the officers, directors, employees, stockholders or Affiliates of the Target Companies (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements arising under any Environmental Law that apply, in whole or in part, to the Target Companies or any Subsidiary or their respective assets, properties or business.

(d)Except as set forth on Schedule 4.16(d), there has been no Release or threatened Release of any Hazardous Substance from, and no Hazardous Substances are present at, on or beneath, any property currently or formerly owned, leased or operated by the Target Companies or any Subsidiary or, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, at any other location, including any location at which any Hazardous Substances manufactured, used or generated by the Target Companies or any Subsidiary have been stored, treated or disposed.

(e)(i)“Hazardous Substances” shall mean any pollutant, contaminant, hazardous substance, hazardous waste, medical waste, special waste, toxic substance, petroleum or petroleum-derived substance, waste or additive, radioactive material, or other compound, element, material or substances in any form (including products) regulated, restricted or addressed by or under any applicable Environmental Law.

(ii)“Environmental Law” shall mean any Law relating to the environment, natural resources or the safety or health of human beings or other living organisms, including the manufacture, distribution in commerce, use or presence of hazardous substances.

(iii)“Environmental Permits” shall mean all Permits required under Environmental Laws.

(iv)“Release” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposal (except orderly offsite disposal via qualified hazardous waste disposal contractors) or emission.

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Section 4.17No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for the Target Companies in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 4.18Labor Relations and Employee Benefits.

(a)No Employees. Techneon has no employees.

(b)Service Agreement. Except as disclosed in Schedule 4.18(b), (i) the contracts with Employees are in full force and effect and enforceable against the parties thereto in accordance with their terms, (ii) no party to a service agreement with members of the executive board, managing directors or senior executives (leitende Angestellte) (together, the “Senior Employees’ Agreements”) has given or is reasonably likely to give notice of termination, and no circumstances exist which give any party to a Senior Employees’ Agreement the right to terminate or modify such agreement, (iii) no party to a Senior Employees’ Agreement is in breach of such agreement or is or is reasonably likely to become unable to meet its obligations, and (iv) the execution or consummation of this German SPA or the transactions contemplated herein do not trigger any rights of any party to a Senior Employees’ Agreement.

(c)Employee Benefits. Schedule 4.18(c) includes for the Target Companies and each Subsidiary a correct and complete list of all agreements and other commitments, whether of an individual or collective nature and including commitments based on works custom, regarding employee benefits such as anniversary, holiday or jubilee payments, bonus, profit participation or other variable remuneration elements, and stock options, stock appreciation rights or similar rights, other than Pensions (the “Employee Benefits”). Such list correctly states the legal basis for the Employee Benefits and the nature and dates of the respective commitments. The employees of the Target Companies and the Subsidiaries are not entitled to any Employee Benefits granted by Sellers, Sellers’ Affiliates or any other third parties.

(d)Pensions. Schedule 4.18(d) includes for the Target Companies and each Subsidiary a correct and complete list of all agreements and other commitments, whether of an individual or collective nature and including commitments based on works custom, regarding pensions under which such Target Company or Subsidiary has any obligations (the “Pension Commitments”). All present and future obligations under or in connection with the Pension Commitments, including obligations arising by operation of law, appertaining to periods prior to the Closing Date have either been fulfilled or are fully funded, in each case as required by U.S. GAAP. In the past, all pensions provided by the Group Entities have been adjusted regularly as required by Section 16 of the German Company Pension Act (BetrAVG) or, where applicable, equivalent provisions of foreign law or contractual provisions.

(e)Employment Regulations. The Target Companies and the Subsidiaries are in full compliance with all laws and regulations dealing with wages, hours, vacations and working conditions for their employees. All compensation and withholding obligations of the Target Companies and the Subsidiaries to or in respect of their current and former employees

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for periods prior to the Closing Date have been paid by the Target Companies or Subsidiaries or have been properly provided for in the Financial Statements.

Section 4.19Taxes and Tax Returns. Except as set forth on Schedule 4.19:

(a)All Tax Returns required to be filed by or with respect to the Target Companies or any Subsidiary or their respective assets and operations have been timely filed. All such Tax Returns (i) were prepared in the manner required by applicable Law, (ii) are true, correct and complete in all material respects and (iii) accurately reflect the liability for Taxes of the Target Companies and each Subsidiary. All Taxes due and owing by any of the Target Companies and any Subsidiary on or before the date hereof (whether or not shown on any Tax Returns) have been fully paid, or have been adequately reserved for in accordance with applicable GAAP. The books and records of each Target Company or Subsidiary relating to taxes have been properly maintained and are in all respects correct and complete. True, correct and complete copies of all federal, state, local and foreign Tax Returns of or including the Target Companies and the Subsidiaries filed in the previous five (5) years have been provided to Purchasers prior to the date hereof.

(b)The Target Companies and the Subsidiaries have timely paid, or caused to be paid, all Taxes required to be paid, whether or not shown (or required to be shown) on a Tax Return, and the Target Companies and the Subsidiaries have accrued for the payment in full of all Taxes not yet due and payable on the balance sheets included in the Financial Statements for the fiscal year ended December 31, 2006 of the Target Companies and the Subsidiaries. Since December 31, 2006, neither the Target Companies nor any Subsidiary has incurred any liability for Taxes other than Taxes incurred in the Ordinary Course of Business. In particular, the reserves with respect to Taxes on the respective books of each of the Target Companies and the Subsidiaries are sufficient to cover all Taxes of whatever nature that may be assessed or computed on the results, transactions, or capital of the Target Companies and each of the Subsidiaries for all periods prior to the date of the Financial Statements irrespective of the financial period during which such Taxes may become due.

(c)The Target Companies and the Subsidiaries have complied in all material respects with all provisions of state, local and foreign Law relating to the withholding and payment of Taxes, and have, within the time and in the manner prescribed by Law, withheld the applicable amount of Taxes required to be withheld from amounts paid to any stockholder, Employee, independent contractor or other third party and paid over to the proper Governmental Authorities all amounts required to be so paid over.

(d)There are no tax audits, examinations or other administrative or court proceedings relating to Taxes in progress or pending, and there is no existing, pending or threatened claim, proposal or assessment against the Target Companies or any Subsidiary or relating to their assets or operations asserting any deficiency for Taxes.

(e)No claim has ever been made by any Taxing Authority with respect to the Target Companies or any Subsidiary in a jurisdiction where the Target Companies or any Subsidiary does not file Tax Returns that the Target Companies or any Subsidiary is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of the Target Companies or any Subsidiary that arose in connection with any failure (or alleged failure) to pay any Taxes and, except for liens for real and personal property Taxes that are not yet due and payable, there are no liens for any Taxes upon any assets of the Target Companies or any Subsidiary.

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(f)           No extension of time with respect to any date by which a Tax Return was or is to be filed by or with respect to the Target Companies or any Subsidiary is in force, and no waiver or agreement by the Target Companies or any Subsidiary is in force for the extension of time for the assessment or payment of any Taxes.

(g)          Neither the Target Companies nor any of the Subsidiaries has granted a power of attorney to any Person with respect to any Taxes.

(h)          Neither the Target Companies nor any Subsidiaries is a party to any contract, agreement, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or liability for, Taxes.

(i)           The Target Companies and the Subsidiaries have, in all material respects, properly and in a timely manner documented their transfer pricing methodology and their intercompany transactions in compliance with all applicable Tax Laws or regulations. In particular, the reserves with respect to Taxes on the respective books of each of the Target Companies and the Subsidiaries in relation to Taxes due or that might become due in connec-tion with the transfer pricing methodology applied, are sufficient to cover all Taxes of what-ever nature that may be assessed or computed on the results, transactions, or capital of the Target Companies and each of the Subsidiaries for all periods prior to the date of the Finan-cial Statements irrespective of the financial period during which such Taxes may become due.

(j)           Neither the Target Companies nor any Subsidiaries will be required to include any item of income, or exclude any item of deduction, from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of:  (i) any change in method of accounting for a taxable period ending on or before the Closing Date, or (ii) any intercompany transaction.

(k)          Except as set forth on Schedule 4.19(k), the shares in the Subsidiaries do not result from a contribution in kind against the issuance of new shares.

(l)           The book value of each participation in each of the Subsidiaries corresponds to its historical acquisition costs in the books of the Target Companies, i.e., no write-off has been made since the acquisition of the shares.

(m)         The Target Companies and the Subsidiaries have not received or applied for any written tax ruling or entered into any written or legally binding agreement with any Taxing Authority.

(n)          No undisclosed dividend distributions have been made by the Target Companies and the Subsidiaries on or before the Closing Date.

(o)          None of the Target Companies or any Subsidiaries is, or has been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(p)          Neither the Target Companies nor any Subsidiaries has ever participated in an international boycott within the meaning of Section 999 of the Code.

(q)          Neither of the Target Companies nor any Subsidiaries was a foreign personal holding company (within the meaning of Section 552 of the Code) on or before

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December 31, 2004, and neither of the Target Companies nor any Subsidiary is or has been a passive foreign investment company (within the meaning of Section 1297 of the Code).

(r)           Except as set forth on Schedule 4.19(r), neither the Target Companies nor any Subsidiary is engaged in a trade or business within the United States.

(s)          The taxable year for U.S. federal income tax purposes of the Target Companies and each of their Subsidiaries ends on December 31 of each year.

(t)           The Target Companies are foreign corporations within the meaning of Section 7701(a)(5) of the Code.

(u)          None of the Target Companies or any Subsidiaries has been includible with any other entity in any consolidated, combined, unitary or similar return for any Tax period for which the statute of limitations has not expired (other than any such return with respect to which a Target Company was the common parent).

Section 4.20         Proprietary Rights.

(a)          (i) Except as set forth on Schedule 4.20(a), a Target Company or a Subsidiary is the sole owner of, free and clear of any Lien (other than Permitted Liens), or has a valid license to (without the payment of any royalty, except with respect to off-the-shelf software licensed on commercially reasonable terms), all U.S. and non-U.S. trademarks, service marks, logos, designs, trade names, internet domain names and corporate names, and the goodwill of the business connected with and symbolized by the foregoing, patents, registered designs, copyrights, computer software (including all information systems, data files and databases, source and object codes, user interfaces, manuals and other specifications and documentation related thereto and all intellectual property and proprietary rights incorporated therein), web sites and web pages and related items (and all intellectual property and proprietary rights incorporated therein) and all trade secrets, research and development, formulae and know-how (“Trade Secrets”) and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to any of the foregoing (all of the foregoing to be collectively referred to as the “Proprietary Rights”) used or held for use in, or necessary for the conduct of the business of the Target Companies or the businesses of the Subsidiaries (such Proprietary Rights owned by or licensed to the Target Companies or the Subsidiaries, collectively, the “Target Company Proprietary Rights”), (ii) the rights of the Target Companies and the Subsidiaries in the Target Company Proprietary Rights are valid and enforceable, (iii) neither the Target Companies nor any Subsidiary has received any demand, claim, notice or inquiry from any Person in respect of the Target Company Proprietary Rights which challenges, threatens to challenge or inquires as to whether there is any basis to challenge, the validity or enforceability of, or the rights of the Target Companies or any Subsidiary in, any of the Target Company Proprietary Rights, and neither the Target Companies nor any Subsidiary has Knowledge of any facts which could form a reasonable basis for any such demand, claim, notice or inquiry, (iv) no act has been done or omitted to be done by the Target Companies or any Subsidiary, or any licensee thereof, which has had or could have the effect of impairing or dedicating to the public, or entitling any U.S. or foreign governmental authority or any other Person to invalidate, render unenforceable or unpatentable, preclude issuance of, cancel, forfeit, modify or consider abandoned, any material Target Company Proprietary Rights owned by the Target Companies or a Subsidiary (the “Owned Proprietary Rights”), or give any Person any rights with respect thereto (except pursuant to an agreement listed on Schedule 4.20(b)), (v) all

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necessary registration, maintenance and renewal fees in respect of the Owned Proprietary Rights have been paid and all necessary documents and certificates have been filed with the relevant Governmental Authority for the purpose of maintaining such Owned Proprietary Rights, (vi) to the Knowledge of the Target Companies and their Subsidiaries, the respective businesses of the Target Companies and the Subsidiaries as currently or in the past operated do not violate or infringe, and have not violated or infringed, any Proprietary Rights of any other Person, (vii) to the Knowledge of the Target Companies and their Subsidiaries, no Person is violating or infringing any of the Target Company Proprietary Rights, (viii) the Target Companies and the Subsidiaries have obtained from all individuals who participated (as Employees, consultants, employees of consultants or otherwise) in any respect in the invention, development or authorship of any of the Owned Proprietary Rights effective waivers of any and all ownership rights of such individuals in such Proprietary Rights, and/or assignments to the Target Companies or the Subsidiaries, as the case may be, of all rights with respect thereto, and (ix) neither the Target Companies nor the Subsidiaries have divulged, furnished to or made accessible to any Person, any Trade Secrets without prior thereto having obtained an enforceable agreement of confidentiality from such Person.

(b)          Schedule 4.20(b) contains a complete and accurate list of the material Target Company Proprietary Rights (other than Trade Secrets) and all licenses and other agreements relating thereto.

Section 4.21         Information Technology.

(a)          Except as set forth on Schedule 4.21, the material Target Company IT Systems have been properly maintained by technically competent personnel in accordance with standards set by the manufacturers for proper operation, monitoring and use. The material Target Company IT Systems are in good working condition to effectively perform all information technology operations necessary for the conduct of its business as now conducted or as contemplated to be conducted. Neither the Target Companies nor any of their Subsidiaries have experienced within the past twelve (12) months any material disruption to, or material interruption in, their conduct of their respective businesses attributable to a defect, bug, breakdown or other failure or deficiency on the part of Target Company IT Systems.

(b)          Except for scheduled or routine maintenance which would not reasonably be expected to cause any material disruption to, or material interruption in, the conduct of the business, the Target Company IT Systems are available for use during normal working hours and other times when required to be available. The Target Companies and the Subsidiaries have taken commercially reasonable steps to provide for the backup and recovery of the data and information critical to the conduct of the business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of the business.

(c)          The Target Companies and Subsidiaries have taken commercially reasonable actions, consistent with standards in the business, with respect to the Target Company IT Systems to detect and prevent the disclosure to unauthorized persons of, and keep secure, any and all confidential information, trade secrets, or other proprietary information stored on Target Company IT Systems including the designs, policies, processes and procedures relating to the composition and structure of the Target Company IT Systems.

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Section 4.22         Guarantees. Except as set forth on Schedule 4.22, neither the Target Companies nor any Subsidiary is a guarantor or otherwise responsible for any liability or obligation (including indebtedness) of any Person.

Section 4.23         Bank Accounts. Schedule 4.23 contains a true and complete list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Target Companies or any Subsidiary have an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship which is material to the Target Companies and the Subsidiaries taken as a whole, (b) a true and complete list and description of each such account, box and relationship and (c) the name of every Person authorized to draw thereon or having access thereto.

Section 4.24         Foreign Corrupt Practices and International Trade Sanctions. To the Knowledge of Sellers and Target Companies, neither Target Companies, any Subsidiary nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of the business of Target Companies or any Subsidiary, (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of applicable Laws, (b) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (c) violated or operated in noncompliance with any applicable export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws.

Section 4.25         Inventory. The inventories shown on the Financial Statements, net of inventory reserves reflected thereon, for the period ended December 31, 2006 or acquired after December 31, 2006, were acquired and maintained in the Ordinary Course of Business, are of good and merchantable quality, and consist of items of a quantity and quality usable or salable in the Ordinary Course of Business.

Section 4.26         Deposits. No deposit received by a Subject Company prior to the Closing Date on a purchase made by a customer from a Subject Company (a “Deposit”) shall be required to be returned or refunded to such customer or otherwise be subject to any adjustment in favor of such customer (each such return, refund or adjustment, a “Refund”), in each case other than (a) aggregate Refunds to the extent the aggregate sum of which is less than $1,000,000 or (b) any Refund granted pursuant to a renegotiation between the parties to the Contract pursuant to which the Deposit subject to such Refund was initially made that is (i) in an amount less than $500,000 and deemed by the Chief Financial Officer of BRKR to be neutral or beneficial to such Subject Company or (ii) in an amount of $500,000 or more and deemed by the Special Committee or the Audit Committee of BRKR to be neutral or beneficial to such Subject Company or (iii) in an amount less than $50,000 (which Refunds shall be deemed to be in the Ordinary Course of Business).

Section 4.27         No Misleading Statements. Except as set forth on Schedule 4.27, the representations and warranties made by Sellers and the Target Companies in this German SPA, including in the exhibits and schedules hereto, do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

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ARTICLE VREPRESENTATIONS AND WARRANTIES OF PURCHASERS

Purchasers represent and warrant to Sellers as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 5.1           Organization of Purchasers; Authority. Purchasers are duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and have all necessary power and authority to own, lease, operate and otherwise hold their properties and assets and to carry on their business as presently conducted. Purchasers are duly qualified or licensed to do business as a foreign entity and are in good standing in every jurisdiction in which the nature of the business conducted by them or the assets or properties owned or leased by them requires qualification, except where the failure to be so qualified, licensed or in good standing could not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of Purchasers to consummate the transactions contemplated by this German SPA or any Ancillary Agreement to which they are a party.

Section 5.2           Authorization; Enforceability.

(a)          The execution and delivery by Purchasers of this German SPA and, as of the Closing Date, the Ancillary Agreements to which they are a party, the performance of their obligations hereunder and thereunder and the consummation by Purchasers of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all requisite action on the part of Purchasers (subject to the approval of the holders of a majority of the outstanding shares of BRKR Stock and a majority of the outstanding shares of BRKR Stock not held by Sellers and their Affiliates and present and voting at the meeting) and no other action by Purchasers is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions.

(b)          This German SPA and, as of the Closing Date, the Ancillary Agreements to which Purchasers are a party have been duly executed and delivered by Purchasers, and (assuming the due authorization, execution and delivery of this German SPA by Sellers and the Target Companies), this German SPA and, as of the Closing Date, each such Ancillary Agreement constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 5.3           No Conflict. The execution and delivery by Purchasers of this German SPA and, as of the Closing Date, the Ancillary Agreements to which they are a party and the consummation by Purchasers of the transactions contemplated hereby and thereby, assuming all required filings, consents, approvals, authorizations and notices set forth on Schedule 5.3 have been made, given or obtained, does not and shall not:

(a)          violate or conflict with any Organizational Document of Purchasers;

(b)          violate or conflict with, in any material respect, any Law applicable to Purchasers or any of its assets, properties or businesses or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority; or

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(c)          (i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, or require any consent under any Contract, to which Purchasers are a party or by which Purchasers may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchasers or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien upon any of the properties or assets of Purchasers;

except in the case of clause (c) above, as would not reasonably be expected to have a material adverse effect on Purchasers or the ability of Purchasers to enter into and perform its obligations under, and to consummate the transactions contemplated by, this German SPA.

Section 5.4           No Broker. No agent, broker, investment banker, financial advisor or other firm or Person, other than Bear, Stearns & Co. Inc., the fees of which will be paid by BRKR, (a) has acted directly or indirectly for Purchasers in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this German SPA or any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 5.5           Investment Representation. Purchasers are acquiring the Shares for investment purposes only, and not with a view to, or for offer or sale in connection with, any resale or distribution thereof or any transaction which would be in violation of all applicable Laws, including U.S. federal securities laws.

Section 5.6           Accredited Investor. Each Purchaser (a) is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and (b) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares.

ARTICLE VI
 COVENANTS

Section 6.1           Operation of the Target Companies Pending the Closing. The Target Companies covenant and agree that the Target Companies and the Subsidiaries will not (and the Target Companies shall cause the Subsidiaries not to), and Sellers covenant and agree to cause the Target Companies and the Subsidiaries not to, take any action with the purpose of causing any of the conditions to Purchasers’ obligations set forth in Article VII to not be satisfied. Except with the prior written consent of Purchasers, during the period from the date of this German SPA to the Closing, the businesses of the Target Companies and the Subsidiaries shall be conducted in the Ordinary Course of Business and the Target Companies covenant and agree, and Sellers agree to cause the Target Companies, to use all commercially reasonable efforts consistent therewith to preserve intact the Target Companies material properties, assets and business organizations (including those of its Subsidiaries). Except to the extent necessary to consummate the transactions contemplated by this German SPA, without limiting the generality of the foregoing, and except as otherwise provided in this German SPA, the Target Companies shall not and will not permit the Subsidiaries to, and Sellers shall cause each of the Target Companies and the Subsidiaries not to, without the prior written consent of Purchasers:

(a)          amend any of its Corporate Documents;

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(b)          liquidate, dissolve, recapitalize or otherwise wind up its business;

(c)          make any distribution or declare, pay or set aside any dividend in cash or property with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Target Companies or any Subsidiary, or make any other changes in the capital structure of the Target Companies or any Subsidiary;

(d)          authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (i) any equity interest or capital stock of the Target Companies or any Subsidiary, (ii) any equity rights in respect of, security convertible into, exchangeable for or evidencing the right to subscribe for or acquire either (x) any equity interest or shares of capital stock of the Target Companies or any Subsidiary or (y) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any shares of the capital stock of, or other equity or voting interest in, the Target Companies or any Subsidiary, (iii) any instruments of indebtedness (other than in the Ordinary Course of Business) or (iv) any derivative instruments (other than in the Ordinary Course of Business);

(e)          other than in the Ordinary Course of Business, acquire or dispose of, whether by purchase, merger, consolidation or sale, lease, pledge or other encumbrance of stock or assets or otherwise, any interest in any (i) corporation, partnership or other Person or (ii) assets comprising a business or any other property or assets, in a single transaction or in a series of transactions;

(f)           other than in the Ordinary Course of Business, sell, assign, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, any amount of property or assets;

(g)          other than with respect to the sale of the SciTec Real Property, sell, assign, lease, license, transfer or otherwise dispose of, mortgage, pledge or encumber, any real property, or amend, terminate, modify or renew any real property lease;

(h)          incur any indebtedness or issue any debt securities or assume, guarantee or endorse the obligations of any other Person in excess of €325,000 in the aggregate;

(i)           cancel any third-party indebtedness owed to the Target Companies;

(j)           (i) increase in any manner the rate or terms of compensation or benefits of any of its directors, managers, officers, Employees, consultants, agents, independent contractors or other individual service providers (including the grant of any stock options or any other award), except (A) as may be required under existing employment agreements or (B) annual wage increases granted in the Ordinary Course of Business, (ii) hire any new Employees except in the Ordinary Course of Business with respect to Employees with an annual base and incentive compensation opportunity not to exceed €100,000, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing Employee Benefits or Pension Commitments or other agreement or arrangement to any such director, manager, officer, Employee, consultant, agent, independent contractor or other individual service provider, whether past or present, (iv) enter into or amend any employment, bonus, severance or retirement contract, except for agreements for

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newly hired Employees in the Ordinary Course of Business with an annual base and incentive compensation opportunity not to exceed €100,000, or (v) except as required to ensure that any Employee Benefits or Pension Commitments is not then out of compliance with applicable Law, enter into or adopt any new, or increase benefits under or renew or amend any existing, Employee Benefits or Pension Commitments or benefit arrangement or any collective bargaining agreement;

(k)          make any distributions, loans, advances or capital contributions (other than advances for travel and other normal business expenses to officers and Employees), except in the Ordinary Course of Business;

(l)           commit to make any capital expenditure or fail to make capital expenditures consistent with past practice;

(m)         fail to maintain all its assets in good repair and condition, except to the extent of wear or use in the Ordinary Course of Business or damage by fire or other unavoidable casualty;

(n)          except as may be required as a result of a change in applicable law or GAAP, make, revoke or change any Tax election or change any Tax accounting method, settle or compromise any Tax liability, or waive or consent to the extension of any statute of limitations for the assessment and collection of any Tax;

(o)          except as may be required as a result of a change in applicable Law or GAAP, change any accounting principles or practices used by the Target Companies or any Subsidiary;

(p)          institute, settle or dismiss any action, claim, demand, lawsuit, proceeding, arbitration or grievance by or before any court, arbitrator or governmental or regulatory body threatened against, relating to or involving the Target Companies or any Subsidiary in connection with any business, asset or property of the Target Companies or any Subsidiary;

(q)          enter into any Target Company Contracts or Contracts (in each case other than any Contracts having only Subject Companies as parties and other than Contracts covered by Section 6.1(g)) (i) having a term in excess of twelve (12) months or (ii) involving the payment, or provision of goods or services, in excess of €325,000 on an individual or aggregate basis, except for the acceptance of customer purchase orders in the Ordinary Course of Business with terms up to twenty-four (24) months and individual amounts up to €3,250,000;

(r)           either fail to pay the accounts payable or other liabilities of the Target Companies or any Subsidiary, or fail to collect the accounts receivable or other indebtedness owed to the Target Companies or any Subsidiary, in a manner consistent with the practices prior to the date hereof or take any action not consistent with past practices that is designed to accelerate or has the effect of accelerating the receipt by the Target Companies or any Subsidiary of any amounts of cash earlier than such cash would have been realized consistent with past practices;

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(s)          enter into, or renew, amend or otherwise modify or extend, any Contracts relating to derivative or hedging transactions or similar transactions, including currency derivative or hedging Contracts or transactions; or

(t)           agree in writing to take any of the foregoing actions.

Section 6.2           Access. The Target Companies shall, and shall cause the Subsidiaries to, and Sellers shall cause the Target Companies and the Subsidiaries to, afford to officers, employees, accountants, counsel and other representatives (“Representatives”) of Purchasers reasonable access to all of the assets, properties, personnel, books and records of the Target Companies and the Subsidiaries.

Section 6.3           Notification.

(a)          The Target Companies shall, and shall cause the Subsidiaries to, and Sellers shall cause the Target Companies and the Subsidiaries to, promptly notify Purchasers, and Purchasers shall promptly notify Sellers, of any Proceeding pending or, to their Knowledge, threatened against the Target Companies, Purchasers or Sellers as the case may be, which challenges the transactions contemplated by this German SPA or any Ancillary Agreement.

(b)          Sellers shall provide prompt written notice to Purchasers of any change in any of the information contained in the representations and warranties made by Sellers in Article III or Article IV or any Schedules or schedules referred to herein or attached hereto and shall promptly furnish any information which Purchasers may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by Sellers in Article III or Article IV or any Schedules or schedules referred to herein or attached hereto.

(c)          The Target Companies shall and shall cause the Subsidiaries to, and Sellers shall cause the Target Companies and the Subsidiaries to, provide prompt written notice to Purchasers of any change in any of the information contained in the representations and warranties made by the Target Companies in Article IV or any Schedules or schedules referred to herein or attached hereto and shall promptly furnish any information which Purchasers may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by the Target Companies in Article IV or any Schedules or schedules referred to herein or attached hereto.

Section 6.4           No Inconsistent Action. Neither the Target Companies, Purchasers nor Sellers will take any action which is inconsistent with their respective obligations under this German SPA.

Section 6.5           Reasonable Best Efforts.

(a)          Upon the terms and subject to the conditions of this German SPA, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this German SPA and the Ancillary Agreements as promptly as practicable, including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the

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transactions contemplated by this German SPA and the Ancillary Agreements and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using reasonable best efforts to cause the satisfaction of all conditions to Closing; provided, however, that nothing in this Section 6.5 shall require or be construed to require Purchasers or any Affiliate of Purchasers to offer or agree to (x) enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Purchasers’ or any Affiliate of Purchasers’ businesses or assets or any portion of the businesses or assets of its Subsidiaries or any portion of the businesses or assets of the Target Companies or its Subsidiaries, (y) to conduct its, its Subsidiaries’ or any of their respective Affiliates’ businesses in a specified manner or (z) provide any compensation, benefits or other consideration to the Target Companies’ Employees.

(b)          Each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to and provide each other Party (or its counsel) copies of, all filings made by such Party with any Governmental Authority or any other Person or any other information supplied by such Party to a Governmental Authority or any other Person in connection with this German SPA and the transactions contemplated hereby.

(c)          Each Party shall promptly inform the other Party of any communication from any Governmental Authority regarding any of the transactions contemplated by this German SPA and the Ancillary Agreements. If any Party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this German SPA, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request.

Section 6.6           Further Assurances. From time to time after the Closing, without additional consideration, each Party will (or, if appropriate, cause its Affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by any other Party to make effective the transactions contemplated by this German SPA and to provide each other Party with the intended benefits of this German SPA. Without limiting the foregoing, upon reasonable request of Purchasers, each of Sellers and the Target Companies shall, or shall cause their respective Affiliates to, as applicable, execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and paper as may be required to sell, transfer, assign, convey and deliver to Purchasers all right, title and interest in, to and under the Shares.

Section 6.7           No Solicitation.

(a)          The Target Companies shall, and shall cause the Subsidiaries to, and Sellers shall, and shall cause the Target Companies and the Subsidiaries to, and each of the foregoing shall cause each of its officers, managers, employees, subsidiaries, Affiliates, agents and other representatives to, immediately cease any existing discussions or negotiations with respect to any Alternative Proposal, except as set forth in Schedule 6.7(a), and will not, and shall not cause such Persons to, directly or indirectly, encourage, solicit, participate in, initiate or facilitate discussions or negotiations with, or provide any

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information to, any corporation, partnership, Person or other entity or group (other than Purchasers or its managers, officers, employees, subsidiaries, agents or other Affiliates) concerning any Alternative Proposal. Sellers and the Target Companies shall immediately communicate to Purchasers any such inquiries or proposals regarding an Alternative Proposal, including the terms thereof.

(b)          “Alternative Proposal” shall mean any of the following involving the Target Companies or any of their Subsidiaries (other than the Transactions expressly contemplated by this German SPA, the U.S. SPA and the Swiss Merger Agreement):  any inquiry or proposal relating to a sale of stock, any merger, consolidation, share exchange, business combination, transfer of membership interests, partnership, joint venture, disposition of assets (or any interest therein) or other similar transaction.

Section 6.8           Tax Matters.

(a)          All transfer, documentary, sales, use, registration and other such Taxes (including all applicable German and other real estate transfer Taxes and stock transfer Taxes) incurred in connection with this German SPA and the transactions contemplated hereby shall be paid by Purchasers. Each Party shall cooperate to the extent necessary in the timely making of all filings, returns, reports and forms as may be required in connection therewith.

(b)          All contracts, agreements or arrangements under which the Target Companies or any Subsidiary may at any time have an obligation to indemnify for or share the payment of or liability for any portion of a Tax (or any amount calculated with reference to any portion of a Tax) shall be terminated with respect to the Target Companies or any such Subsidiary, as applicable, as of the Closing Date, and the Target Companies or such Subsidiary, as applicable, shall thereafter be released from any liability thereunder.

(c)          The Target Companies, Purchasers and Sellers shall, and shall each cause their Affiliates to, provide to the other cooperation and information, as and to the extent reasonably requested, in connection with the filing of any Tax Return or in conducting any audit, litigation or other proceeding with respect to Taxes.

(d)          Immediately prior to the Closing, Bruker Physik and Techneon shall deliver to Purchasers and Bruker Physik, respectively, a certification that stock in Bruker Physik or Techneon, as applicable, is not a U.S. real property interest because Bruker Physik or Techneon, as applicable, is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). Bruker Physik and Techneon shall timely deliver to the IRS the notification required under Treasury Regulation Section 1.897-2(h)(2).

Section 6.9           Release. In consideration for payment of the BPhysik Purchase Price, the Techneon Purchase Price and the SciTec Real Property Purchase Price, as of and following the Closing Date, each Seller (on its own behalf and on behalf of each of its Affiliates) knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to sue Purchasers and its Subsidiaries and their respective predecessors, successors, parents, Subsidiaries and other Affiliates, and all of their respective current and former officers, directors, managers, employees, agents, attorneys and representatives from

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and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that any Seller or its respective Affiliates, as applicable, has or may have, now or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, with respect to, arising out of, or in connection with the Target Companies or the Subsidiaries; provided, however, that such release shall not cover:  (a) any claims arising under this German SPA, including the schedules and Schedules attached hereto, or the agreements or documents executed and/or delivered in connection herewith, but excluding claims of a breach of fiduciary duties by any Sellers or the Target Companies in connection with the transactions contemplated by this German SPA or (b) any claims against the Target Companies or a Subsidiary in its capacity as a current or former director, manager, officer or employee of the Target Companies or a Subsidiary for indemnification under the Corporate Documents of such Target Company or such Subsidiary, as such documents are in effect immediately prior to the Closing Date.

Section 6.10         Voting Agreement. To the extent applicable, each Seller covenants and agrees to vote in his/her capacity as a holder of shares of capital stock of BRKR, all of the shares of capital stock of BRKR owned by such Seller in favor of the transactions contemplated by this German SPA.

Section 6.11         Non-competition and Non-solicitation. From the Closing and for a period of five (5) years thereafter, Sellers will not, and will cause their Affiliates not to, directly or indirectly, except on behalf of BRKR or its Affiliates:

(a)          engage in, hold an interest in, own, manage, operate, control, direct, be connected with as a stockholder (other than as a holder of less than one percent (1%) of a publicly traded security), joint venturer, partner, consultant or employee, or otherwise engage or participate in, provide services to or be connected in any manner with or assist in any way any entity, person or business that engages in a business involving the design, manufacture or distribution of the BioSpin Technologies; provided, that such restriction shall not prohibit any Laukien Seller from accepting employment with another company that utilizes the BioSpin Technologies so long as such Laukien Seller does not directly manage the BioSpin Technologies operations of such company or such BioSpin Technologies operations account for less than ten percent (10%) of the overall revenues of such company; or

(b)          solicit for employment or hire any employee of the Target Companies or any of their Subsidiaries without the prior written consent of Purchasers. This provision shall not apply to any employee of the Target Companies who replies or responds to a general solicitation or advertisement for employment by a Seller or on a Seller’s behalf or to solicitations of employees of the Target Companies twelve months after such employee’s employment has been terminated by a Target Company.

Section 6.12         No Election. Purchasers shall at no time make an election under Section 338 of the Code with respect to the Target Companies, either of them, or any stock held, directly or indirectly, by either of them.

Section 6.13         Compulsory Share Transfer. As soon as possible after January 1, 2008, Sellers and Techneon shall cause all Compulsory Shares to be transferred to Seller 1 (the “Compulsory Share Transfer”), free and clear of any Liens, and shall cause the share

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register of Techneon to be duly revised to reflect the record and beneficial ownership of all Compulsory Shares by Seller 1.

Section 6.14         SciTec Real Property Confirmations. Upon receipt of the SciTec Real Property Purchase Price by Seller 1 and Seller 4, Seller 1 and Seller 4 shall issue (i) a joint written confirmation to the relevant notary pursuant to Section 10.3.1 of the SciTec Real Property Sale and Transfer Agreement and (ii) a statement to BRKR and to Purchasers that such receipt of the SciTec Real Property Purchase Price constitutes fulfillment of all payment obligations of Purchasers under the SciTec Real Property Sale and Transfer Agreement.

ARTICLE VIICLOSING CONDITIONS

Section 7.1           Conditions to Each Party’s Obligations. The respective obligation of each Party to effect the transactions contemplated by this German SPA is subject to the satisfaction on or prior to the Closing Date, at the following conditions, which may be waived by Purchasers or Sellers:

(a)          The waiting periods (i) under the HSR Act applicable to the consummation of the Transactions shall have expired or been terminated and all necessary Consents of any Governmental Authority required for consummation of the Transactions shall have been obtained and (ii) applicable to the consummation of the Transactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions under any corresponding requirements of the European Union member states or competition regulatory authorities in other jurisdictions shall have been obtained; and

(b)          There shall not be in effect any Law of any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated by this German SPA or any of the Ancillary Agreements.

(c)          The U.S. Closing shall have occurred; and

(d)          The Swiss Closing shall have occurred.

Section 7.2           Conditions Precedent to Obligations of Purchasers. The obligation of Purchasers to effect the transactions contemplated by this German SPA is subject to the satisfaction or waiver by Purchasers of the following conditions:

(a)          The representations and warranties of Sellers in this German SPA that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Sellers that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

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(b)          All of the terms, covenants and conditions to be complied with and performed by Sellers on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)          Purchasers shall have received certificates of Sellers, dated as of the Closing Date, certifying in such detail as Purchasers may reasonably request that the conditions specified in Sections 7.2(a) and 7.2(b) have been fulfilled;

(d)          No action, suit or proceeding shall be pending or threatened by or before any Governmental Authority or pending or threatened by any other Person to enjoin, restrain, prohibit or obtain damages in respect of any of the transactions contemplated by this German SPA or any Ancillary Agreement, or which would be reasonably likely to prevent or make illegal the consummation of any transactions contemplated by this German SPA or any Ancillary Agreement;

(e)          There shall not have occurred since the date hereof any events that have had, or are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect;

(f)           Purchasers shall have received evidence, reasonably satisfactory to Purchasers, of receipt of all requisite third-party and governmental Consents, including those set forth on Schedule 4.5(c);

(g)          Purchasers shall have obtained financing by reputable lenders at reasonable market interest rates and terms and conditions as determined by the Special Committee in sufficient amounts to complete the Transactions, and all funds to be received by Purchasers pursuant to such financing arrangements shall be available pursuant to the terms thereof and all funds contemplated to be received at the Closing Date to fund the Transactions shall have been received or will be made available during the Closing;

(h)          The approval of the transactions contemplated by this German SPA by the holders of shares of capital stock of BRKR who are unaffiliated with the Laukien Sellers representing at least a majority of the total votes cast by such holders at a duly held meeting of the BRKR stockholders;

(i)           The approval of the transactions contemplated by this German SPA by the holders of shares of capital stock of Purchasers representing at least a majority of the total votes cast at a duly held meeting of the BRKR stockholders;

(j)           Sellers 1, Seller 4 and Purchaser 3 shall have entered into the SciTec Real Property Sale and Transfer Agreement and all conditions for the payment of the SciTec Real Property Purchase Price thereunder shall have either been fulfilled or validly waived;

(k)          The Special Committee shall have obtained adequate proof that no consent of any spouse of any of the Laukien Sellers is required for the entering into and consummation of this German SPA, or such consent shall have been granted;

(l)           The Special Committee shall have obtained adequate proof that there are no claims of any of the Sellers against any of the Group Entities (except for claims under the current service agreements of those Sellers that are employed by a Group Entity and except for the current pension entitlements of Seller 4), in particular, that the claim of Seller 1

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against Techneon in the amount of €272,773.10 recorded in Seller 1’s financial statements as of December 31, 2006 shall have been waived by Seller 1;

(m)         Bruker Physik and Techneon shall have furnished to Purchasers and Bruker Physik, respectively, a certification in accordance with Treasury Regulation Section 1.1445-2(c) and in the form provided in Treasury Regulation Section 1.897-2(h)(2), in a customary and standard form; and

(n)          All Compulsory Shares shall have been transferred to Seller 1, free and clear of any Liens, and the share register of Techneon shall reflect the record and beneficial ownership of such Compulsory Shares by Seller 1.

Section 7.3           Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the transactions contemplated by this German SPA are subject to the satisfaction or waiver of the following conditions:

(a)          The representations and warranties of Purchasers in this German SPA that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Purchasers that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

(b)          All of the terms, covenants and conditions to be complied with and performed by Purchasers on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)          Sellers shall have received a certificate, dated as of the Closing Date, executed on behalf of Purchasers by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled; and

(d)          Purchasers shall have delivered the BPhysik Purchase Price, the Techneon Purchase Price and the SciTec Real Property Purchase Price in accordance with the terms of Section 2.5.

ARTICLE VIII
TERMINATION

Section 8.1           Termination. This German SPA may be terminated and the transactions contemplated by this German SPA may be abandoned at any time prior to the Closing:

(a)          by mutual written consent of Purchasers and Sellers;

(b)          by Sellers or Purchasers, if:

(i)           a Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the Parties shall use reasonable best efforts to lift), in each case permanently restraining, enjoining or

40

otherwise prohibiting the transactions contemplated by this German SPA and such order, decree, ruling or other action shall have become final and nonappealable;

(ii)          the Closing shall not have occurred on or before June 30, 2008 (other than due principally to the failure of the Party seeking to terminate this German SPA to perform any obligations under this German SPA required to be performed by it at or prior to the Closing);

(iii)         the shareholder approvals of BRKR shall not have been obtained at the respective shareholders meetings or at any adjournment or postponement thereof; or

(iv)         the Swiss Merger Agreement or the U.S. SPA shall have been terminated.

(c)          by Purchasers, if there is a default or breach by the Target Companies or any Seller with respect to the due and timely performance of any of their respective covenants or agreements contained herein, or if the representations or warranties of the Target Companies or any Seller contained in this German SPA shall have become inaccurate, in either case such that the conditions set forth in Section 7.2 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to the Target Companies or Sellers, as applicable, specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction; or

(d)          by Sellers, if there is a default or breach by Purchasers with respect to the due and timely performance of any of its covenants or agreements contained herein, or if the representations or warranties of Purchasers contained in this German SPA shall have become inaccurate, in either case such that the conditions set forth in Section 7.3 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to Purchasers specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction.

Section 8.2           Procedure and Effect of Termination. In the event of termination and abandonment of the transactions contemplated by this German SPA pursuant to Section 8.1, written notice thereof shall forthwith be given to the other Parties and this German SPA shall terminate (subject to the provisions of this Section 8.2) and the transactions contemplated by this German SPA shall be abandoned, without further action by any of the Parties. If this German SPA is terminated as provided herein:

(a)          Upon the written request therefor, each Party will (i) redeliver or (ii) destroy with certification thereto in form and substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party relating to the transactions contemplated by this German SPA, whether obtained before or after the execution hereof, to the party furnishing the same; provided, however, that each Party shall be entitled to retain copies of any such materials for record-keeping purposes or as required by Law; and

(b)          Subject to Section 8.1, in the event of the termination and abandonment of this German SPA pursuant to Section 8.1, this German SPA shall forthwith become void

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and have no effect, without any liability on the part of any Party or its Affiliates, directors, managers, officers or stockholders, other than the provisions of Sections 8.1, 10.1, 10.2, 10.3, 10.7, 10.8, 10.9, 10.12 and 10.16. Nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this German SPA.

ARTICLE IXSURVIVAL; INDEMNIFICATION

Section 9.1           Survival of Indemnification Rights. Subject to the limitations and other provisions of this German SPA, the representations and warranties of Sellers in Article III and of the Target Companies and Sellers in Article IV shall survive the Closing and remain in full force and effect until the later of the Cut-Off Date and the resolution of any claim for indemnification with respect to which any Purchaser Indemnified Party has provided Sellers notice of a claim for indemnification pursuant to Section 9.3(a) prior to the Cut-Off Date; provided, however, the following representations and warranties shall survive and remain in full force and effect for the period indicated:

(a)          Section 3.8 (Ownership of the Shares), Section 4.3 (Capitalization of the Target Companies) and Section 4.4 (Capitalization of the Subsidiaries; Other Interests), ten (10) years following the Closing Date;

(b)          Section 4.16 (Environmental), Section 4.18 (Labor Relations and Employee Benefits), Section 4.20 (Proprietary Rights) and Section 4.27 (No Misleading Statements), three (3) years following the Closing Date; and

(c)          Section 3.9 (Withholding Tax) and Section 4.19 (Taxes and Tax Returns), until sixty (60) calendar days after expiration of the applicable statute of limitations (including any extension thereof);

and with respect to clauses (a), (b) and (c), if a claims notice has been provided by such date, shall remain in full force and effect until final resolution thereof.

The covenants and agreements of Sellers and the Target Companies contained in this German SPA shall survive and remain in full force and effect for the applicable period specified therein, or if no such period is specified, indefinitely. The provisions of this Article IX shall survive for so long as any other Section of this German SPA shall survive.

Section 9.2           Indemnification Obligations. Sellers agree to jointly and severally indemnify, defend and hold harmless Purchasers, and, after the acquisition of the BPhysik Shares, Bruker Physik, and any parent, Subsidiary, associate, Affiliate, director, manager, officer, stockholder, employee or agent thereof, and their respective representatives, successors and permitted assigns (all of the foregoing are collectively referred to as the “Purchaser Indemnified Parties”) from and against, and pay on behalf of or reimburse such party in respect of, as and when incurred, all Losses which any such party may actually incur, suffer, sustain or become subject to or accrue, as a result of, in connection with, or relating to or by virtue of:

(a)          any inaccuracy in, or breach of, any representation or warranty made by a Target Company or Sellers under this German SPA or any Ancillary Agreement, other than any representation or warranty in Section 4.19 (Taxes and Tax Returns), it being understood that such representations and warranties shall be interpreted without giving effect

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to any limitations or qualifications as to “materiality” (including the word “material” or “Material Adverse Effect”) set forth therein;

(b)          any breach or nonfulfillment of any covenant or agreement on the part of Sellers or a Target Company in respect of pre-Closing covenants, under this German SPA or any Ancillary Agreement;

(c)          any fees, expenses or other payments incurred or owed by Sellers or a Target Company to any agent, broker, investment banker or other firm or Person retained or employed by Sellers or a Target Company in connection with the transactions contemplated by this German SPA; or

(d)          any inaccuracy in, or breach of, any representation or warranty in Section 4.19 of this German SPA, Section 4.21 of the Swiss Merger Agreement or Section 4.21 of the U.S. SPA to the extent that the aggregate amount of all such Losses exceeds $10,000,000 (the “Tax Deductible”) (other than Losses arising from criminal activity or fraud — in each case as determined in a final, non-appealable decision by a court of competent jurisdiction — of Sellers or the Target Companies, which Losses shall not be subject to the Tax Deductible), it being understood that such representations and warranties shall be interpreted without giving effect to any exceptions or disclosures made with respect thereto on the disclosure schedules to this German SPA, the Swiss Merger Agreement or the U.S. SPA; provided, however, that any Taxes of a Subsidiary attributable to the payment of a Subsidiary Dividend (as defined in the Swiss Merger Agreement) shall not be applied against the Tax Deductible.

Section 9.3           Indemnification Procedure.

(a)          If any Purchaser Indemnified Party intends to seek indemnification pursuant to this Article IX, such Purchaser Indemnified Party shall promptly notify Sellers in writing. The Purchaser Indemnified Party will provide Sellers with prompt notice of any third-party claim in respect of which indemnification is sought. The failure to provide either such notice will not affect any rights hereunder except to the extent Sellers are materially prejudiced thereby.

(b)          If such claim involves a claim by a Third Party against the Purchaser Indemnified Parties, Sellers may, upon notice to the Purchaser Indemnified Parties, assume, through counsel of Sellers’ choosing and at Sellers’ expense, the settlement or defense thereof, and the Purchaser Indemnified Parties shall reasonably cooperate with Sellers in connection therewith; provided, that the Purchaser Indemnified Parties may participate in such settlement or defense through counsel chosen by them; provided, further, that if the Purchaser Indemnified Parties reasonably determine that representation by the counsel of Sellers and the Purchaser Indemnified Parties may present such counsel with a conflict of interests, then Sellers shall pay the reasonable fees and expenses of the Purchaser Indemnified Parties’ counsel. Notwithstanding anything in this Section 9.3 to the contrary, Sellers may not, without the prior written consent of the Purchaser Indemnified Parties, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as Sellers are contesting any such claim in good faith, the Purchaser Indemnified Parties shall not pay or settle any such claim without Sellers’ consent, such consent not to be unreasonably withheld. If Sellers are not contesting such claim in good faith, then the Purchaser Indemnified Parties may conduct and control, through counsel of their own choosing and at Sellers’ expense, the settlement or defense thereof, and Sellers

43

shall cooperate with it in connection therewith. The failure of the Purchaser Indemnified Parties to participate in, conduct or control such defense shall not relieve Sellers of any obligation they may have hereunder.

(c)          Notwithstanding anything to the contrary in this Section 9.3, to the extent a claim for which indemnification is sought by Purchaser Indemnified Parties relates to Taxes for a taxable period beginning on or before and ending after the Closing Date, Sellers and Purchaser Indemnified Parties shall jointly control any proceeding in respect of such claim and neither party shall settle or compromise any action or consent to the entry of any judgment with respect thereto without the prior written consent of the other party, such consent not to be unreasonably withheld.

Section 9.4           Calculation of Indemnity Payments. The amount of any Loss for which indemnification is provided under this Article IX shall be (a) increased to the extent necessary such that after payment of any net Tax cost by the Purchaser Indemnified Parties with respect to the receipt or accrual of indemnity payments hereunder, as increased pursuant to this clause (a), the amount remaining shall be the amount of the indemnity payment prior to any increase pursuant to this clause (a) and (b) reduced by the amount of the net Tax benefit actually realized by the Purchaser Indemnified Parties by reason of such Loss (as an illustrative example, clause (b) takes into account on a present value basis any net Tax benefit actually realized by the Purchaser Indemnified Party by reason of the indemnified Loss in a Tax jurisdiction or Tax year other than the jurisdiction or year in which such Loss arose).

Section 9.5           Indemnification Amounts.

(a)          Notwithstanding any provision to the contrary contained in this German SPA, Sellers shall not be obligated to indemnify the Purchaser Indemnified Parties for any Losses pursuant to this Article IX to the extent they are a result of any claim made pursuant to Section 9.2(a) unless and until the dollar amount of all Losses in the aggregate from claims made pursuant to Section 9.2(a) of this German SPA, Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the U.S. SPA exceed $3,250,000, in which case Sellers will be obligated to indemnify the Purchaser Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no event shall the aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or (c) of this German SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement and Sections 9.2(a), (b) or (c) of the U.S. SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or the Target Companies or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of Bruker Physik), Section 4.4 (Capitalization of the Subsidiaries; Other Interests), or Section 4.16 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article IX or otherwise under this German SPA in excess of the amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5 to the U.S. SPA.

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(b)          For the purpose of calculating the amount of any Loss for which a Purchaser Indemnified Party is entitled to indemnification under this German SPA, the amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the Purchaser Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article IX shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a Purchaser Indemnified Party is paid by Sellers for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such Purchaser Indemnified Party shall assign, to the extent legally permissible, all such claims to Sellers for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the amount of such Loss, from such insurance claim or Third Party claim to Sellers.

(c)          Purchasers shall be entitled to recover Losses from the Indemnity Escrow; provided, however, that the recovery is not limited to the amount in the Indemnity Escrow.

Section 9.6           Exclusive Remedy. Purchasers acknowledge and agree that the indemnification provisions of this Article IX shall be the sole and exclusive remedies of Purchasers against Sellers and the Target Companies for any breach by Sellers or the Target Companies of the representations and warranties in this German SPA, for any failure by Sellers or the Target Companies to perform and comply with any covenants and agreements in this German SPA that are required to be complied with or performed prior to the Closing and for any failure by Sellers or the Target Companies to perform and comply with any covenants and agreements in this German SPA, except that if any of the provisions of this German SPA are not performed in accordance with their terms or are otherwise breached, Purchasers shall be entitled to specific performance of the terms thereof in addition to any other remedy at law or equity. Notwithstanding anything contained in this German SPA to the contrary, Purchasers shall retain the right to receive damages or other relief (including equitable relief) against the Target Companies or Sellers as a result of any criminal activity or fraudulent action (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) by the Target Companies or Sellers without regard to any restriction or limitation contained herein. The indemnification obligations contained in this Article IX are obligations of Sellers and not of the Target Companies.

ARTICLE XMISCELLANEOUS PROVISIONS

Section 10.1         Notices. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this German SPA, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one (1) Business Day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

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(a)          If to Purchasers, to:

Bruker BioSciences Corporation

40 Manning Road

Billerica, MA 01821

Facsimile:  978-667-2917

Attention:  Bill Knight

with copies to:

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Facsimile:   212-259-6333

Attention:    Frederick W. Kanner, Esq.

                    Bryan J. Luchs, Esq.

and

Dewey & LeBoeuf LLP

Taunusanlage 1

60329 Frankfurt am Main

Germany

Facsimile:   +49 63 3639 3333

Attention:   Dr. Thomas Schmuck

(b)          If to Sellers, to:

Joerg C. Laukien

Markgrafenstrasse 34

76530 Baden-Baden

Germany

Facsimile: +49 721 5161-287

with a copy to:

Bernhard Wangler

Kriegsstr. 133

76135 Karlsruhe

Germany

Facsimile: +49 721 985 5950

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(c)          If to Bruker Physik to:

Bruker Physik GmbH

Silberstreifen 4

76287 Rheinstetten

Germany

Facsimile: +49 721 5161-287

Attention:  Joerg C. Laukien

(d)          If to Techneon to:

Techneon AG

c/o Joerg C. Laukien

Markgrafenstrasse 34

76530 Baden-Baden

Germany

Facsimile:   +49 721 5161-287

with a copy to:

Bernhard Wangler

Kriegsstr. 133

76135 Karlsruhe

Germany

Facsimile: +49 721 985 5950

or to such other address or addresses as any such party may from time to time designate as to itself by like notice.

Section 10.2         Expenses. Except as otherwise expressly provided herein, each Party will pay any expenses incurred by it incident to this German SPA and in preparing to consummate and consummating the transactions contemplated by this German SPA; provided, however, that with respect to any fees relating to the HSR Act or any requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the transactions contemplated by this German SPA under any corresponding requirements of the European Commission and/or the European Union member states agencies or competition regulatory authorities in other jurisdictions, Purchasers shall be responsible for 100% of the fees for its filing and the Target Companies shall be responsible for 100% of the fees for any filing made by the Target Companies or any of the Sellers.

Section 10.3         Successors and Assigns. No Party may assign any of its rights under this German SPA without the prior written consent of the other Parties. Subject to the preceding sentence, this German SPA will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Notwithstanding anything to the contrary in this Section 10.3, (i) upon written notice to Sellers, Purchasers shall be permitted to assign this German SPA and the rights and obligations under it to a wholly owned, direct or indirect subsidiary of Purchasers and (ii) BRKR shall be permitted to assign this German SPA and the rights and obligations under it to Bruker BioSpin

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Corporation after the U.S. Closing such that, as a result of such assignment, Bruker BioSpin Corporation shall become Purchaser 1 for all purposes hereunder; provided, that in the event of any such assignment, each Purchaser shall remain liable in full for the performance of its obligations hereunder. Nothing expressed or referred to in this German SPA will be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this German SPA or any provision of this German SPA. This German SPA and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this German SPA and their successors and assigns.

Section 10.4         Extension; Waiver. Either Party may, by written notice to the other Party (a) extend the time for performance of any of the obligations of the other Party under this German SPA, (b) waive any inaccuracies in the representations or warranties of the other Party contained in this German SPA, (c) waive compliance with any of the conditions or covenants of the other Party contained in this German SPA or (d) waive or modify performance of any of the obligations of the other Party under this German SPA; provided, that no Party may, without the prior written consent of the other Party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action taken pursuant to this German SPA will be deemed to constitute a waiver of compliance with any representations, warranties, conditions or covenants contained in this German SPA and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.

Section 10.5         Entire Agreement; Schedules. This German SPA, the Swiss Merger Agreement and the U.S. SPA, which includes the schedules and Schedules hereto and thereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated by this German SPA and such other agreements and constitutes the entire agreement by and among the Parties relating to these matters.

Section 10.6         Amendments, Supplements, Etc. This German SPA may be amended or supplemented at any time by additional written agreements as may mutually be determined by Bruker Physik, Techneon, Purchasers and Sellers to be necessary, desirable or expedient to further the purposes of this German SPA or to clarify the intention of the Parties.

Section 10.7         Applicable Law. This German SPA shall be governed by and construed under the Laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this German SPA or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in the United States District Court for the Eastern District of Massachusetts or if such legal action or proceeding may not be brought in such court for jurisdictional purposes, in the Superior Court of Massachusetts. Each of the Parties hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this German SPA or any transaction contemplated hereby and waives the defense of sovereign immunity, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or that such action is brought in an inconvenient forum and (c) agrees that it shall not bring any action relating to this German SPA or any transaction contemplated hereby in any court other than any Massachusetts state or federal court sitting in Boston, Massachusetts.

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Section 10.8         Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this German SPA or the transactions contemplated by this German SPA. Each of the Parties hereby (a) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this German SPA and the transactions contemplated by this German SPA, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.8.

Section 10.9         Actions by Sellers. Where any provision of this German SPA indicates that a Target Company will take any specified action (or refrain from taking any specified action) or requires a Target Company to take any specified action (or to refrain from taking any specified action), then, regardless of whether this German SPA specifically provides that Sellers will do so, Sellers shall cause the applicable Target Company to take such action (or to refrain from taking such action, as applicable). Sellers will be responsible for the failure of Target Company to take any such action (or to refrain from taking any such action, as applicable).

Section 10.10       Execution in Counterparts. This German SPA may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

Section 10.11       Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this German SPA.

Section 10.12       Invalid Provisions. If any provision of this German SPA is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations under this German SPA of Sellers on the one hand and Purchasers on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this German SPA will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this German SPA will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this German SPA and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this German SPA a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 10.13       Publicity. The Parties agree that except as otherwise required by applicable Law or the rules and regulations of any national securities exchange, no Party shall issue any press release or otherwise make any public statement with respect to the transactions contemplated by this German SPA or the Ancillary Agreements without prior consultation with and consent of the Purchasers and Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. A mutually agreed press release is attached hereto as Exhibit B.

Section 10.14       Specific Performance. The Parties agree that if any of the provisions of this German SPA were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would

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exist and damages would be difficult to determine, and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 10.15       Construction.

(a)          Whenever the words “include,” “includes,” or “including” are used in this German SPA, they shall be deemed to be followed by the words “without limitation.”

(b)          All terms defined in this German SPA shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in this German SPA are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to a Person are also to its permitted successors and assigns.

(c)          Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein.

(d)          All article, section, paragraph, schedule and Schedule references used in this German SPA are to articles, sections, paragraphs, schedules and Schedules to this German SPA unless otherwise specified.

(e)          The Parties acknowledge that each Party and its attorney has reviewed this German SPA and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this German SPA.

(f)           Except as explicitly set forth herein, all payments provided for in this German SPA shall be made in U.S. Dollars only, and not in Euros or in any other currency.

Section 10.16       Actions by Purchasers. Any decision by Purchasers relating to a dispute or a potential dispute between Purchasers and Sellers shall be subject to the approval of the Audit Committee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

SCITEC GMBH & CO. KG (as seller)
By:	/s/ Joerg C. Laukien
	Name:		Joerg C. Laukien
	Title:		Managing Director
BRUKER BIOSCIENCES CORPORATION (as purchaser)
By:	/s/ Frank H. Laukien, Ph.D.
	Name:		Frank H. Laukien, Ph.D.
	Title:		Chief Executive Officer and
			President
BRUKER DALTONIK GMBH (as purchaser)
By:	/s/ Frank H. Laukien, Ph.D.
	Name:		Frank H. Laukien, Ph.D
	Title:		Managing Director
BRUKER OPTIK GMBH (as purchaser)
By:	/s/ Dr. Klaus-Dieter Schmalbein
	Name:		Dr. Klaus-Dieter Schmalbein
	Title:		Managing Director
BRUKER OPTIK GMBH (as purchaser)
By:	/s/ Rolf Lang
	Name:		Rolf Lang
	Title:		Chief Financial Officer
BRUKER PHYSIK GMBH (as target as well as purchaser)
By:	/s/ Albrecht Kehr
	Name:	Albrecht Kehr
	Title:	Managing Director

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TECHNEON AG (as target)
By:	/s/ Dr. Rene Jeker
	Name:	Dr. Rene Jeker
	Title:	Director
TECHNEON AG (as target)
By:	/s/ Roger Deutsch
	Name:	Roger Deutsch
	Title:	Director
DIRK D. LAUKIEN
/s/ Dirk D. Laukien, Ph.D.
FRANK H. LAUKIEN
/s/ Frank H. Laukien, Ph.D.
ISOLDE LAUKIEN-KLEINER
/s/ Isolde Laukien Kleiner
JOERG C. LAUKIEN
/s/ Joerg C. Laukien
MARC M. LAUKIEN
/s/ Marc M. Laukien
ROBYN L. LAUKIEN
/s/ Robyn L. Laukien

52

EX-2.3

EXHIBIT 2.3

SWISS AGREEMENT AND PLAN OF MERGER

by and among

BRUKER BIOSCIENCES CORPORATION

(“BRKR”),

BRUKER BIOSPIN BETEILIGUNGS AG

(“Merger Sub”),

BRUKER BIOSPIN INVEST AG

(“Invest”)

and

DIRK D. LAUKIEN,

FRANK H. LAUKIEN,

ISOLDE LAUKIEN-KLEINER,

JOERG C. LAUKIEN,

MARC M. LAUKIEN,

and

ROBYN L. LAUKIEN

(“Invest Shareholders”)

Dated as of December 2, 2007

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND DEFINED TERMS	3
Section 1.1	Definitions	3
ARTICLE II	SHARE EXCHANGE AND CANCELLATION; MERGER; CLOSING	7
Section 2.1	Share Exchange	7
Section 2.2	Share Cancellation	8
Section 2.3	Merger	8
Section 2.4	The Closing	9
Section 2.5	Deliveries at Closing	9
Section 2.6	Withholding	10
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF INVEST SHAREHOLDERS	10
Section 3.1	Power and Authority	10
Section 3.2	Enforceability	10
Section 3.3	No Violation	11
Section 3.4	No Conflict	11
Section 3.5	Litigation	11
Section 3.6	No Other Agreement	11
Section 3.7	No Broker	11
Section 3.8	Ownership of the Invest Shares	11
Section 3.9	Withholding Tax	12
Section 3.10	Investment Representation	12
Section 3.11	Legend	12
ARTICLE IV	REPRESENTATIONS AND WARRANTIES REGARDING INVEST	13
Section 4.1	Organization	13
Section 4.2	Authorization and Effect of Agreement	13
Section 4.3	Capitalization of Invest	13
Section 4.4	Capitalization of the Subsidiaries; Other Interests	14
Section 4.5	No Conflict	15
Section 4.6	Permits; Compliance with Law	15
Section 4.7	Books and Records	16
Section 4.8	Litigation	16
Section 4.9	Financial Statements; Undisclosed Liabilities	16
Section 4.10	Absence of Certain Changes	17
Section 4.11	Contracts	17
Section 4.12	Transactions with Affiliates	20
Section 4.13	Labor Relations	20

i

Section 4.14	Insurance	21
Section 4.15	Accounts Receivable	21
Section 4.16	Real Property; Leases	21
Section 4.17	Environmental	22
Section 4.18	No Broker	23
Section 4.19	Employee Benefits	24
Section 4.20	Employees	25
Section 4.21	Taxes and Tax Returns	26
Section 4.22	Proprietary Rights	28
Section 4.23	Information Technology	29
Section 4.24	Guarantees	30
Section 4.25	Bank Accounts	30
Section 4.26	Foreign Corrupt Practices and International Trade Sanctions	30
Section 4.27	Inventory	31
Section 4.28	Deposits	31
Section 4.29	No Misleading Statements	31
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF BRKR	31
Section 5.1	Organization of BRKR; Authority	31
Section 5.2	Capitalization	32
Section 5.3	Authorization; Enforceability	32
Section 5.4	No Conflict	32
Section 5.5	No Broker	33
Section 5.6	SEC Filings	33
Section 5.7	Investment Representation	33
Section 5.8	Accredited Investor	34
ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF MERGER SUB	34
Section 6.1	Merger Sub	34
ARTICLE VII	COVENANTS	34
Section 7.1	Operation of Invest Pending the Closing	34
Section 7.2	Merger	37
Section 7.3	Access	37
Section 7.4	Notification	37
Section 7.5	No Inconsistent Action	38
Section 7.6	Reasonable Best Efforts	38
Section 7.7	Further Assurances	38
Section 7.8	No Solicitation	39
Section 7.9	Tax Matters	39
Section 7.10	Release	40
Section 7.11	Voting Agreement	40
Section 7.12	Non-competition and Non-solicitation	40
Section 7.13	Restrictions on Sales	41
Section 7.14	No Election	41

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Section 7.15	Compulsory Share Transfer	41
Section 7.16	Compulsory Share Transfer relating to Bruker AG and Bruker International	41
Section 7.17	Transfer of Wheeler & Co. Shares	42
ARTICLE VIII	CLOSING CONDITIONS	42
Section 8.1	Conditions to Each Party’s Obligations	42
Section 8.2	Conditions Precedent to Obligations of BRKR and Merger Sub	43
Section 8.3	Conditions Precedent to Obligations of Invest Shareholders and Invest	45
ARTICLE IX	TERMINATION	46
Section 9.1	Termination	46
Section 9.2	Procedure and Effect of Termination	47
ARTICLE X	SURVIVAL; INDEMNIFICATION	47
Section 10.1	Survival of Indemnification Rights	47
Section 10.2	Indemnification Obligations	48
Section 10.3	Indemnification Procedure	49
Section 10.4	Calculation of Indemnity Payments	49
Section 10.5	Indemnification Amounts	50
Section 10.6	Exclusive Remedy	51
ARTICLE XI	MISCELLANEOUS PROVISIONS	51
Section 11.1	Notices	51
Section 11.2	Expenses	52
Section 11.3	Successors and Assigns	53
Section 11.4	Extension; Waiver	53
Section 11.5	Entire Agreement; Schedules	53
Section 11.6	Amendments, Supplements, Etc	54
Section 11.7	Applicable Law	54
Section 11.8	Waiver of Jury Trial	54
Section 11.9	Actions by Invest Shareholders	54
Section 11.10	Execution in Counterparts	54
Section 11.11	Titles and Headings	55
Section 11.12	Invalid Provisions	55
Section 11.13	Publicity	55
Section 11.14	Specific Performance	55
Section 11.15	Construction	55
Section 11.16	Actions by BRKR	56

iii

EXHIBIT

Exhibit A — Press Release

ANNEXES

Annex A — Excerpt of the Commercial Register Entry of Merger Sub

Annex B — Form of Merger Filing

The exhibit and annexes are omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant will furnish a copy of any omitted exhibit to the Securities and Exchange Commission supplementally upon request.

iv

List of Schedules

Schedule 2.1	Exchange Shares
Schedule 2.1-1	Share Exchange Price
Schedule 2.1-2	Form of Exchange Shares Transfer Deed
Schedule 2.2	Cancellation Shares
Schedule 2.2-1	Share Cancellation Price
Schedule 2.2-2	Form of Cancellation Shares Transfer Deed
Schedule 4.3(b)	Options, Warrants, Calls, Rights, Etc.
Schedule 4.4(a)	Directly and Indirectly Owned Subsidiaries
Schedule 4.4(b)	Subsidiary Options
Schedule 4.4(c)	Directly/Indirectly Owned Interests or Investments
Schedule 4.5(c)	No Conflict
Schedule 4.6(a)	Permits; Compliance with Law
Schedule 4.7	Books and Records
Schedule 4.8	Litigation
Schedule 4.9	Financial Statements; Undisclosed Liabilities
Schedule 4.10	Absence of Certain Changes
Schedule 4.11(a)	Contracts
Schedule 4.11(b)	Other Contracts
Schedule 4.12	Transactions with Affiliates
Schedule 4.13(a)	Labor Relations
Schedule 4.14	Insurance Policies
Schedule 4.16(a)	Owned Real Property
Schedule 4.16(b)	Real Property Leases
Schedule 4.17	Environmental Permits
Schedule 4.19	Employee Benefit Plans
Schedule 4.20	Employees
Schedule 4.21	Taxes and Tax Returns
Schedule 4.22(a)	Invest Proprietary Rights
Schedule 4.22(b)	Invest Proprietary Rights
Schedule 4.23	Information Technology
Schedule 4.24	Guarantees
Schedule 4.25	Bank Accounts
Schedule 4.29	No Misleading Statements
Schedule 5.4	No Conflict

v

SWISS AGREEMENT AND PLAN OF MERGER

This SWISS AGREEMENT AND PLAN OF MERGER (this “Agreement” or “Swiss Merger Agreement”) is made and entered into as of December 2, 2007 by and among Bruker BioSciences Corporation, a Delaware corporation (“BRKR”), Bruker BioSpin Beteiligungs AG, a Swiss corporation which, subsequent to the transfer of the founders’ compulsory shares to BRKR will be wholly owned by BRKR (“Merger Sub”), Bruker BioSpin Invest AG, a Swiss corporation (“Invest”), and Dirk D. Laukien, Frank H. Laukien, Isolde Laukien-Kleiner, Joerg C. Laukien, Marc M. Laukien and Robyn L. Laukien (each an “Invest Shareholder” and collectively, “Invest Shareholders”).

RECITALS

WHEREAS, Invest Shareholders (and, prior to the Compulsory Share Transfer, Compulsory Shareholders) own 16,000 registered shares, par value CHF 1,000 per share, of Invest (the “Invest Shares”), which constitute all of the issued and outstanding capital stock of Invest as of the date hereof;

WHEREAS, BRKR desires to acquire the Invest Shares and to thereby cause Invest to become a wholly owned Subsidiary of BRKR;

WHEREAS, the Parties intend that Merger Sub shall be merged with and into Invest pursuant to the Swiss Federal Act on Merger, Demerger, Transformation and Transfer of Assets (the “Merger Act” and such merger, the “Merger”), with Invest surviving the Merger;

WHEREAS, the Parties intend that, in connection with the Merger and Share Cancellation, BRKR shall issue that number of shares of BRKR Stock equal to the Share Exchange Price to Invest Shareholders in exchange for 15,840 Invest Shares, upon the terms and subject to the conditions set forth herein (the “Share Exchange”);

WHEREAS, the Parties intend that, in connection with the Merger and Share Exchange, 160 Invest Shares shall be canceled, and in exchange for such cancellation Invest Shareholders shall be entitled to receive that number of shares of BRKR Stock equal to the Share Cancellation Price, upon the terms and subject to the conditions set forth herein (the “Share Cancellation”, and together with the Merger, the Share Exchange and the Compulsory Share Transfer, the “Swiss Transactions”);

WHEREAS, for U.S. federal income tax purposes, it is intended that the Swiss Transactions qualify as a reorganization under Section 368(a) of the Code and that this Swiss Merger Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 368(a) of the Code;

WHEREAS, the Board of Directors of BRKR has appointed a Special Committee of independent directors to consider the acquisition of the Bruker BioSpin group of companies (the transactions effecting such acquisition, the “Transactions”), which is comprised of Invest, Bruker BioSpin Inc. (“BioSpin U.S.”), Bruker Physik

GmbH (“Bruker Physik”) and Techneon AG (“Techneon”), and each of their respective Subsidiaries;

WHEREAS, reference is made to that certain U.S. Stock Purchase Agreement, dated as of December 2, 2007, by and among BRKR, Invest Shareholders and BioSpin U.S. (the “U.S. SPA”), wherein is contemplated the acquisition of 100% of BioSpin U.S. from Invest Shareholders for $99,962,514 in cash by BRKR;

WHEREAS, pursuant to Section 2.5 of the U.S. SPA, an escrow fund of $92,000,000 (the “Indemnity Escrow”), to be funded by the purchase price of the U.S. SPA, shall be created to serve as security for fulfillment by Invest Shareholders of their obligations pursuant to Article X of this Swiss Merger Agreement, Article IX of the U.S. SPA and Article IX of the German SPA;

WHEREAS, reference is made to that certain German Share Purchase Agreement, dated as of December 2, 2007, by and among BRKR (or after the U.S. Closing and assignment of BRKR rights and obligations under the German SPA, Bruker BioSpin Corporation), SciTec GmbH & Co. KG (“SciTec”), Techneon, Bruker Optik GmbH, Bruker Daltonik GmbH, Invest Shareholders and Bruker Physik (the “German SPA”), wherein is contemplated (i) the acquisition of common shares of Bruker Physik in the aggregate nominal amount of €2,167,500 from Invest Shareholders and the acquisition of common shares of Bruker Physik in the aggregate nominal amount of €5,227,500 from SciTec for $143,460,000 in cash by, respectively, Bruker BioSpin Corporation (following the U.S. Closing) (shares in the aggregate of nominal €4,292,500), Bruker Daltonik GmbH (one share of nominal €1,551,250) and Bruker Optik GmbH (one share of nominal €1,551,250), with one share of nominal €1,105,000 of Bruker Physik remaining in the ownership of Techneon, a wholly owned subsidiary of SciTec, (ii) the subsequent acquisition of 100% of the common shares of Techneon from SciTec by Bruker Physik for $142,540,000 in cash, and (iii) the purchase by Bruker Optik GmbH of one piece of real property in Ettlingen, Germany (registered as Nr. 4276 in the land register of Ettlingen) from SciTec and Isolde Laukien-Kleiner for €1,416,250 in cash;

WHEREAS, before the Closing Date, Invest will pay a special cash dividend of CHF 75,000,000 in the aggregate to be distributed to the holders, as per the resolution of the extraordinary shareholders’ meeting of Invest held on November 15, 2007, of outstanding Invest Shares (the “Special Dividend”, to be funded by special cash dividends (the “Subsidiary Dividends”) distributed from, in each case to Invest as sole equity holder of, each of Bruker BioSpin K.K., Bruker BioSpin Scandinavia AB, Bruker BioSpin Ltd., Bruker BioSpin AG, Bruker BioSpin International AG, Bruker BioSpin S.A., Bruker BioSpin Ltd., Bruker BioSpin B.V. and Bruker BioSpin MRI GmbH (the “Distributing Subsidiaries”);

WHEREAS, after the consummation of the Transactions, BRKR intends to cause itself to be renamed “Bruker Corporation”;

2

WHEREAS, the incorporation of Merger Sub has been registered in the Commercial Register on November 26, 2007 and has been published in the Swiss Official Commercial Gazette on November 30, 2007. To ensure that all Parties to this Swiss Merger Agreement have knowledge of the legal existence of Merger Sub, Annex A sets forth a copy of the legalized excerpt of the commercial register entry of Merger Sub as available as of the date hereof;

WHEREAS, the desired Merger of Merger Sub and Invest, which shall be made pursuant to the Merger Act, under which Merger Sub and Invest, and the board of directors of Merger Sub and Invest, intend to enter into a merger agreement (the “Merger Filing”) and do all such acts and sign all such documents to enable the Merger as contemplated by this Swiss Merger Agreement;

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND DEFINED TERMS

Section 1.1Definitions.

(a)As used in this Swiss Merger Agreement, the following terms shall have the following meanings:

“Ancillary Agreements” shall mean the Merger Filing, the Exchange Shares Assignment Deed and the Cancellation Shares Assignment Deed.

“Commercial Register” shall mean the commercial register of the Canton of Zug.

“Consent” shall mean any consent, approval or authorization of, notice to, permit, or designation, registration, declaration or filing with, any Person, including any consents and approvals from BRKR’s and Invest’s (and their respective Subsidiaries’) existing lenders.

“Employee” shall mean any employee of Invest, any of its Subsidiaries or any person providing services through a third-party employee leasing or similar organization.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, with respect to a publicly traded security on a particular date, the last closing price of such security on the NASDAQ Global Select Market.

3

“GAAP” shall mean the accounting (including valuation and consolidation) principles generally accepted in the stated jurisdiction, and the statutory provisions underlying such principles.

“Invest IT Systems” shall mean any and all information technology and computer systems (including software, hardware and other equipment, firmware and embedded software) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, which technology and systems are used in or necessary to the conduct of the business of Invest or the Subsidiaries.

“Knowledge” (including the word “Known” and the phrase “to the Knowledge of” and words or phrases of similar import) as to Invest Shareholders or Invest shall mean the knowledge of (i) Invest Shareholders with respect to Invest Shareholders, (ii) Roger Deutsch, Arne Kasten, Tony Keller, Daniel Sauter, Christoph Straub and Invest Shareholders with respect to Invest and its Subsidiaries and (iii) specifically as to Bruker BioSpin AG, Remo Lüchinger; in all such cases, assuming reasonable inquiry.

“Material Adverse Effect” shall mean any circumstance, change or effect that, individually or in the aggregate with other circumstances, changes or effects, is or is reasonably likely to materially delay or impede consummation of the transactions contemplated by this Swiss Merger Agreement or be materially adverse to the business, operations (including results of operations), prospects, assets, liabilities, or financial condition of Invest and the Subsidiaries taken as a whole; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a Material Adverse Effect: (a) events, circumstances, changes or effects (including legal and regulatory changes) that generally affect the industries in which each of Invest and the Subsidiaries operate, other than such events, circumstances, changes or effects that disproportionately affect (relative to other industry participants) Invest or the Subsidiaries and (b) changes caused by a material worsening of current conditions caused by acts of terrorism or war occurring after the date hereof.

“Ordinary Course of Business” shall mean the ordinary course of business of Invest and its Subsidiaries consistent with past practice.

“Parties” shall mean Invest, BRKR, Merger Sub and Invest Shareholders.

“Permits” shall mean all permits, licenses, approvals, certifications, registrations, franchises, notices and authorizations issued by any Governmental Authority that are used or held for use in, necessary or otherwise relate to the ownership, operation or other use of any business of Invest or its Subsidiaries.

“Permitted Liens” shall mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business for amounts which are not material and not yet due and payable and which secure an obligation of Invest or its Subsidiaries, (ii) Liens arising under Contracts with Third

4

Parties entered into in the Ordinary Course of Business in respect of amounts still owing, which Liens are reflected in the Financial Statements, and (iii) Liens for Taxes that are not due and payable.

“Schedule” shall mean that schedule delivered to BRKR by Invest Shareholders prior to the execution of this Swiss Merger Agreement (each numbered Schedule of which qualifies only the correspondingly numbered representation, warranty or covenant to the extent specified therein).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Significant Subsidiary” shall mean a Subsidiary that meets any of the following conditions:

(i)Invest’s and Invest’s other Subsidiaries’ investments in and advances to the Subsidiary exceed ten percent (10%) of the total assets of Invest and the Subsidiaries consolidated as of the end of the most recently completed fiscal year;

(ii)Invest’s and Invest’s other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds ten percent (10%) of the total assets of Invest and the Subsidiaries consolidated at the end of the most recently completed fiscal year; or

(iii)Invest and Invest’s other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exceeds ten percent (10%) of such income of Invest and the Subsidiaries consolidated for the most recently completed fiscal year.

“Subsidiary” shall mean, with respect to any Person, any other corporation, partnership, limited liability company, joint venture or other entity in which such Person (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities, equity securities, profits interest or capital interest, (ii) is entitled to elect at least a majority of the board of directors or similar governing body or (iii) in the case of a limited partnership or limited liability company, is a general partner or managing member, respectively. When used without reference to a particular entity, Subsidiary means a Subsidiary of Invest.

“Swiss Francs” and “CHF” shall mean the lawful currency of Switzerland.

(b)Terms defined in the U.S. SPA shall, when used in this Swiss Merger Agreement and unless otherwise defined in this Swiss Merger Agreement, have the meaning ascribed to them in the U.S. SPA.

5

(c)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Accounts Receivable	4.15
Acquisition Price	2.2
Agreement	Preamble
Alternative Proposal	7.8(b)
Benefit Plan	4.19(a)
BioSpin U.S.	Recitals
BRKR	Preamble
BRKR Indemnified Parties	10.2
BRKR Preferred Shares	5.2(a)
BRKR SEC Documents	5.6(a)
Bruker AG	4.6(a)
Bruker International	4.9(a)
Bruker Physik	Recitals
Cancellation Shares	2.2
Cancellation Shares Transfer Deed	2.2
Closing	2.4
Closing Date	2.4
Compulsory Shares	3.8
Compulsory Shareholders	3.8
Compulsory Share Transfer	7.15
Deposit	4.28
Distributing Subsidiary	Recitals
Effective Time	2.3
Environmental Law	4.17(e)(ii)
Environmental Permits	4.17(e)(iii)
Exchange Shares	2.1
Exchange Shares Transfer Deed	2.1
Financial Statements	4.9(a)
German SPA	Recitals
Hazardous Substances	4.17(e)(i)
Indemnity Cap	10.5(a)
Indemnity Escrow	Recitals
Invest	Preamble
Invest Contracts	4.11(b)
Invest Proprietary Rights	4.22(a)
Invest Shareholders	Preamble
Invest Shares	Recitals
Leased Real Property	4.16(b)
Merger	Recitals
Merger Act	Recitals
Merger Balance Sheet	2.3
Merger Documents	7.2

6

Merger Filing	Recitals
Merger Sub	Preamble
Owned Proprietary Rights	4.22(a)
Owned Real Property	4.16(a)
Proceedings	3.5
Proprietary Rights	4.22(a)
Real Property	4.16(b)
Real Property Leases	4.16(b)
Refund	4.28
Related Party	4.12
Release	4.17(e)(iv)
Representatives	7.3
SciTec	Recitals
Share Cancellation	Recitals
Share Cancellation Price	2.2
Share Exchange	Recitals
Share Exchange Price	2.1
Special Dividend	Recitals
Subsidiary Dividends	Recitals
Surviving Company	2.3
Swiss Closing	2.4
Swiss Merger Agreement	Preamble
Swiss Transactions	Recitals
Tax Deductible	10.2(e)
Techneon	Recitals
Trade Secrets	4.22(a)
Transactions	Recitals
U.S. SPA	Recitals

ARTICLE II

SHARE EXCHANGE AND CANCELLATION; MERGER; CLOSING

Section 2.1Share Exchange. Each Invest Shareholder hereby undertakes to assign, transfer and convey to BRKR (and BRKR undertakes to accept such assignment, transfer and conveyance from Invest Shareholders) at the Closing, upon the terms and subject to the conditions set forth herein, the number of Invest Shares set forth opposite each Invest Shareholder’s name on Schedule 2.1 (the “Exchange Shares”), free and clear of any Liens, and BRKR shall deliver to each such Invest Shareholder the number of shares of BRKR Stock (the aggregate of all such shares delivered by BRKR to Invest Shareholders, the “Share Exchange Price”) set forth opposite such Invest Shareholder’s name on Schedule 2.1-1. The assignment of the Exchange Shares shall not be effected by this Swiss Merger Agreement but by way of a separate assignment deed under Swiss law, to be entered into on the Closing Date, in substantially the form attached hereto as Schedule 2.1-2 (the “Exchange Shares Transfer Deed”).

7

Section 2.2Share Cancellation. Invest Shareholders hereby undertake to assign, transfer and convey, at the Closing and simultaneously with the consummation of the Share Exchange, upon the terms and subject to the conditions set forth herein, to Invest, and Invest shall accept such assignment, transfer and conveyance from Invest Shareholders, the number of Invest Shares set forth opposite each Invest Shareholder’s name on Schedule 2.2 (the “Cancellation Shares”), free and clear of any Liens, and, at the Effective Time and in the Merger, Invest shall deliver to each such Invest Shareholder the number of shares of BRKR Stock (the aggregate of all such shares delivered by Invest to Invest Shareholders, the “Share Cancellation Price”, and together with the Share Exchange Price, the “Acquisition Price”) set forth opposite such Invest Shareholder’s name on Schedule 2.2-1; provided, however, that, in the event that the aggregate number of shares of BRKR Stock listed on Schedule 2.2-1 have a total Fair Market Value greater than CHF 160,000, then the number of shares of BRKR Stock constituting the Share Cancellation Price shall be reduced, and each Invest Shareholder’s share of the Share Cancellation Price shall be accordingly reduced on a pro rata basis, to that number of shares of BRKR Stock that have a total Fair Market Value of CHF 160,000. The assignment of the Cancellation Shares shall not be effected by this Swiss Merger Agreement but by way of a separate assignment deed under Swiss law, to be entered into on the Closing Date, in substantially the form attached hereto as Schedule 2.2-2 (the “Cancellation Shares Transfer Deed”). Invest hereby agrees that, upon the receipt of the Cancellation Shares by Invest, the Cancellation Shares shall not confer any membership rights (including voting rights) or any financial rights (including the right to receive dividends) on any Person, until such time as a transfer of such Cancellation Shares by Invest or annulment of such Cancellation Shares by reduction of Invest’s share capital shall have occurred.

Section 2.3Merger. BRKR shall cause Invest and Merger Sub to (i) receive from a specially qualified auditor a confirmation that there are no known or expected claims of Merger Sub and Invest which could be jeopardized due to the Merger (Article 25(2) of the Merger Act), (ii) consult with the employee representatives of the merging entities pursuant to Article 28 of the Merger Act, (iii) execute the Merger Filing, which complies with Article 13 in connection with Articles 23(1)(b) and 24(1) of the Merger Act, attached hereto as Annex B, and (iv) file the executed Merger Filing together with the merger balance sheet as of the Closing produced in accordance with Article 11 of the Merger Act (“Merger Balance Sheet”), with the Commercial Register. Upon the effectiveness of the Merger (the “Effective Time”), Merger Sub will, by operation of Swiss law, merge with and into Invest (referred to after the Merger as the “Surviving Company”). As a result of the Merger, the shares of Merger Sub will automatically be canceled and will cease to exist, all assets, liabilities and obligations of Merger Sub prior to the Merger will automatically be assumed by the Surviving Company and the separate legal existence of Merger Sub shall terminate. Because the Merger qualifies as a simplified merger pursuant to Article 23(1)(b) of the Merger Act, there is no requirement for an increase of the share capital of the Surviving Company and/or an exchange of shares of Merger Sub against shares of Invest. As a result of the Swiss Transactions, Invest Shareholders shall acquire 57,544,872 shares of BRKR Stock and Invest shall become a direct, wholly owned Subsidiary of BRKR.

8

Section 2.4The Closing. The closing of the transactions contemplated by this Swiss Merger Agreement (the “Closing” or “Swiss Closing”) shall take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York, 10019, at 10:00 a.m., New York time, on the later of (i) January 23, 2008 and (ii) the first (1st) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Swiss transactions contemplated hereby (other than conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or such other date as BRKR and Invest Shareholders may mutually agree in writing (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:02 a.m., New York time, on the Closing Date.

Section 2.5Deliveries at Closing. At the Closing:

(a)Invest Shareholders shall deliver the following documents and deliverables:

(i)to BRKR, a share register of Invest duly issued by the board of directors of Invest showing that Invest Shareholders are the only holders of Invest Shares;

(ii)to BRKR, the Exchange Shares Transfer Deed, duly signed by each of Invest Shareholders;

(iii)to Invest, the Cancellation Shares Transfer Deed, duly signed by each of the Invest Shareholders;

(iv)to BRKR and Invest, a circular resolution signed by all members of the board of directors of Invest evidencing that the board of directors of Invest resolved that BRKR and Invest, contingent upon the Closing, shall be registered in Invest’s share register as shareholders in respect of the Exchange Shares and the Cancellation Shares, respectively;

(v)to BRKR, a receipt executed by Invest Shareholders for the Share Exchange Price;

(vi)to BRKR, an excerpt of the entry of Invest in the Commercial Register, which is not older than 5 calendar days, evidencing that Isolde Laukien-Kleiner has resigned from the board of directors of Invest and that Tony Keller is registered as president of the board of directors of Invest and a statement of Isolde Laukien-Kleiner that she has been fully compensated for her services rendered to Invest and that she has no, and validly waives all, claims of whatsoever nature against Invest except for claims under this Swiss Merger Agreement; and

(vii)to BRKR, all other documents and instruments required to be delivered by Invest Shareholders pursuant to this Swiss Merger Agreement or any Ancillary Agreement to which Invest Shareholder is or is required to be a party, including those set forth in Article VIII, and any other document or instrument reasonably requested by BRKR.

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(b)Invest shall deliver to BRKR all documents and instruments required to be delivered by Invest pursuant to this Swiss Merger Agreement or any Ancillary Agreement to which Invest is or is required to be a party, including those set forth in Article VIII, and any other document or instrument reasonably requested by BRKR.

(c)BRKR shall deliver the following documents and deliverables to each Invest Shareholder:

(i)stock certificates evidencing shares of BRKR Stock representing all of such Invest Shareholder’s portion of the Share Exchange Price, duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; and

(ii)all other documents and instruments required to be delivered by BRKR pursuant to Article VIII.

Section 2.6Withholding. BRKR shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Swiss Merger Agreement such amounts as it reasonably determines it should deduct and withhold with respect to the making of such payment under the Code and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, including any Taxing Authority, such amounts shall be treated for all purposes of this Swiss Merger Agreement as having been paid to the Person in respect of which such deduction and withholding was made by BRKR.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVEST SHAREHOLDERS

Invest Shareholders hereby jointly and severally represent and warrant to BRKR (except with respect to the representations in Sections 3.8, 3.9, 3.10 and 3.11, which are made by each Invest Shareholder in its individual capacity), as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 3.1Power and Authority. Invest Shareholders have all necessary power and authority to execute, deliver and perform this Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements, if any, to which it will become a party.

Section 3.2Enforceability. This Swiss Merger Agreement and, as of the Closing Date, each Ancillary Agreement to which any Invest Shareholder is a party have been duly executed and delivered by Invest Shareholders and (assuming due authorization, execution and delivery by BRKR), constitute a legal, valid and binding obligation of Invest Shareholders, enforceable against Invest Shareholders in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent

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conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 3.3No Violation. Invest Shareholders’ execution and delivery of this Swiss Merger Agreement and, as of the Closing Date, any Ancillary Agreement to which any Invest Shareholder is a party, the consummation of the Swiss Transactions contemplated hereby or thereby or compliance by Invest Shareholders with any of the provisions hereof or thereof will not (a) result in the creation of any Lien upon the Invest Shares under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement or any other instrument or obligation to which any Invest Shareholder is a party or by which Invest Shareholders or the Invest Shares may be bound or affected, by Law or otherwise, (b) violate any Law applicable to Invest Shareholders or the Invest Shares or (c) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which any of Invest Shareholders a party or by which any of Invest Shareholders may be bound.

Section 3.4No Conflict. The execution and delivery of this Swiss Merger Agreement or, as of the Closing Date, any Ancillary Agreement by Invest Shareholders and the consummation of the Swiss Transactions contemplated hereby or thereby do not and shall not adversely affect the ability of Invest Shareholders or Invest to enter into, perform their obligations under, and to consummate or materially delay the consummation of, the Swiss Transactions or any Ancillary Agreement.

Section 3.5Litigation. There is no action, proceeding, claim, suit, arbitration, opposition, challenge, proceeding, charge or investigation (collectively, “Proceedings”) pending or, to the Knowledge of Invest Shareholders, threatened that relates, directly or indirectly, to this Swiss Merger Agreement, the Invest Shares or any action taken or to be taken in connection with this Swiss Merger Agreement or any Ancillary Agreement.

Section 3.6No Other Agreement. No Invest Shareholder has any obligation, absolute or contingent, to any other individual, corporation, partnership, trust, limited liability company, association, joint venture or any similar entity to transfer the Invest Shares.

Section 3.7No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for Invest Shareholders in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby.

Section 3.8Ownership of the Invest Shares. Each Invest Shareholder has good and valid title to, and owns beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record, the sum of the amounts of Invest

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Shares set forth opposite such Invest Shareholder’s name under the caption “Invest Shares Owned” on Schedule 2.1 and Schedule 2.2, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws and, prior to the Closing, Isolde Laukien-Kleiner shall have good and valid title to, and shall own of record and beneficially, all Invest Shares previously owned by Christoph Straub and Daniel Sauter (such Invest Shares, the “Compulsory Shares” and such holders, the “Compulsory Shareholders”), free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws.

Section 3.9Withholding Tax. Each Invest Shareholder represents that no withholding of any U.S. federal Tax, German Tax, Swiss Tax or any other Tax is required with respect to any payment to be made to such Invest Shareholder in connection with the Swiss Transactions and each Invest Shareholder agrees that it will provide to BRKR in a timely manner such form or forms, accurately and completely filled out and executed, as may be necessary in the opinion of BRKR to establish such Invest Shareholder’s entitlement to exemption from any such withholding.

Section 3.10Investment Representation. Each Invest Shareholder represents that the shares of BRKR Stock to be issued hereunder to such Invest Shareholder by BRKR and Invest are being acquired by such Invest Shareholder for investment purposes only, and not with a view to, or for offer or sale in connection with, any resale or distribution thereof or any transaction which would be in violation of all applicable Laws, including U.S. federal securities laws. Each Invest Shareholder represents that such Invest Shareholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.

Section 3.11Legend. Each Invest Shareholder acknowledges and is aware that the shares of BRKR Stock to be issued by BRKR and Invest hereunder cannot be resold unless they are registered under the Securities Act and qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such registration or qualification is available, and further acknowledges that the certificates evidencing the shares of BRKR Stock issued hereunder will bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING INVEST

Each of Invest Shareholders and Invest (to the extent legally permissible), jointly and severally, hereby represent and warrant to BRKR, as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 4.1Organization. Invest and each Subsidiary is duly organized and validly existing under the Laws of the jurisdiction of its organization and has the requisite corporate, partnership or limited liability company authority and power to own, lease, operate and otherwise hold its property and assets and to conduct its business as currently being conducted. Invest and each Subsidiary is duly qualified to do business as a foreign company and is in good standing in each jurisdiction where the property owned by Invest and each Subsidiary or the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have an adverse effect on Invest or any Subsidiary in any material respect.

Section 4.2Authorization and Effect of Agreement.

(a)The execution and delivery by Invest of this Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Swiss Transactions contemplated hereby or thereby, have been duly and validly authorized and approved by all requisite action on the part of Invest (including approval of the holders of all of the outstanding Invest Shares), and no other action by Invest is necessary to authorize the Swiss Transactions contemplated hereby or thereby or to consummate such Swiss Transactions.

(b)This Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements to which Invest is a party have been duly executed and delivered by Invest, and (assuming due authorization, execution and delivery by BRKR and Invest Shareholders) this Swiss Merger Agreement and, as of the Closing Date, each such Ancillary Agreement constitutes a legal, valid and binding obligation of Invest, enforceable against Invest in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 4.3Capitalization of Invest.

(a)As of the date hereof, the capital stock of Invest consists of 16,000 registered Invest Shares, of which all are issued and outstanding on the date hereof and held beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record by Invest Shareholders as set forth on Schedule 2.1 and Schedule 2.2. No share certificates incorporating any of the Invest Shares have ever been issued. There

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are no shares of preferred stock authorized or outstanding. There exists no contingent or authorized Invest share capital. The Invest Shares held by Invest Shareholders (and, prior to the Compulsory Share Transfer, by the Compulsory Shareholders) constitute all of the issued and outstanding shares of capital stock of Invest as of the date hereof and have been duly authorized and are validly issued, fully paid and nonassessable and have not been issued and were not issued in violation of any preemptive or other similar right. Invest Shareholders own beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, have good and valid title to and are record owners of, the Invest Shares, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the Swiss Transactions and registration of the Invest Shares in the name of BRKR and of Invest, as the case may be, in the share register of Invest, BRKR will own, directly or indirectly, all of the Invest Shares free and clear of all Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the Swiss Transactions, the Invest Shares will be fully paid and nonassessable.

(b)Invest has not issued any securities in violation of any preemptive or similar rights and, except as set forth on Schedule 4.3(b), there are no options, warrants, calls, rights or other securities convertible into or exchangeable or exercisable for equity securities of Invest, any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase, redemption or other acquisition of equity interests of Invest, and there are no agreements of any kind which may obligate Invest to issue, purchase, redeem or otherwise acquire any of its equity interests. No shares of the issued and outstanding shares of common stock of Invest are held in the treasury of Invest prior to consummation of the Merger (other than the Cancellation Shares). There are no voting agreements, shareholder’s agreements, proxies or other similar agreements or understandings with respect to the equity interests of Invest.

(c)The share register of Invest accurately records: (i) the name and address of each Person owning Invest Shares and (ii) the number of Invest Shares held by each of the persons as per clause (i) above.

Section 4.4Capitalization of the Subsidiaries; Other Interests.

(a)Schedule 4.4(a) sets forth each of Invest’s directly and indirectly owned Subsidiaries. Schedule 4.4(a) sets forth the designation, par value and the number of authorized, issued and outstanding shares of capital stock or membership interests for each Subsidiary and the number and percentage ownership interest of Invest (if direct) or of Invest’s Subsidiary (if indirect) in each such Subsidiary. All of the outstanding shares of capital stock or membership interests of each Subsidiary (i) are duly authorized and are validly issued, fully paid and nonassessable and have not been issued and were not issued in violation of any preemptive or other similar right and (ii) are owned of record and beneficially by Invest or the Subsidiary set forth on Schedule 4.4(a), in each case, free and clear of any Lien other than Permitted Liens or restrictions on transfer which may arise solely under applicable securities Laws.

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(b)Except as set forth on Schedule 4.4(b), (i) there are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity interests of the Subsidiaries, any other commitments, arrangements, rights or agreements providing for the issuance or sale of additional equity interests or the repurchase or, redemption or other acquisition of equity interests of the Subsidiaries, and there are no agreements of any kind which may obligate the Subsidiaries to issue, purchase, redeem or otherwise acquire any of their respective equity interests and (ii) there are no voting agreements, shareholder’s agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Subsidiaries.

(c)Except as set forth in Schedule 4.4(c), neither Invest nor any Subsidiary owns, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or other Person other than in a Subsidiary.

Section 4.5No Conflict. The execution and delivery by Invest of this Swiss Merger Agreement or any Ancillary Agreement and the consummation by Invest of the Swiss Transactions contemplated hereby and thereby do not and shall not:

(a)violate, conflict with or result in the breach of any Organizational Document of Invest or the Subsidiaries;

(b)(i) violate or conflict with any Law applicable to Invest or the Subsidiaries or any of their respective assets, properties or businesses or (ii) require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority other than with respect to the applicable notification and waiting period requirements of the antitrust laws of any relevant jurisdiction; or

(c)except as described on Schedule 4.5(c), (i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, require any consent under any Contract to which Invest or any Subsidiaries is a party or by which Invest or any Subsidiaries may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien under any such Contract or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien;

except, in the case of clause (c) above, for any conflict, breach, default, termination or Lien that would not reasonably be expected to (A) adversely affect in any material respect the ability of Invest to enter into, perform its obligations under, and to consummate the Swiss Transactions contemplated by, this Swiss Merger Agreement or (B) adversely affect in any material respect the business, operations (including results of operations), assets, liabilities or financial condition of Invest and the Subsidiaries.

Section 4.6Permits; Compliance with Law.

(a)Invest and the Subsidiaries hold all Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their

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respective businesses as currently conducted under and pursuant to all applicable Laws. Schedule 4.6(a) sets forth a true and complete list of all such Permits. All Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Permits. No Proceeding is pending or, to the Knowledge of Invest and Bruker BioSpin AG (“Bruker AG”), threatened, to suspend, revoke, withdraw, modify or limit any Permit. The Swiss Transactions or any Ancillary Agreement do not give rise to the requirement of any consent, approval or modification in order for each Permit to continue to be valid and in full force and effect following the Closing.

(b)Invest and the Subsidiaries are and have been in compliance with and are not in default under any Law applicable to Invest or any of the Subsidiaries or any of their respective properties, assets or businesses.

Section 4.7Books and Records. Except as described on Schedule 4.7, (i) true and complete copies of the Organizational Documents of Invest and the Significant Subsidiaries, as currently in effect, have heretofore been delivered to BRKR, (ii) the minute books of Invest and the Significant Subsidiaries accurately reflect in all material respects all actions taken at meetings, or, to the extent legally permissible, by written consent in lieu of meetings, of the stockholders, boards of directors (or other governing body) and all committees of the boards of directors (or other governing body) of Invest and the Significant Subsidiaries, as the case may be, (iii) all corporate actions and other actions taken by Invest and the Significant Subsidiaries, as the case may be, have been duly authorized, and no such actions taken by Invest and the Significant Subsidiaries, as the case may be, have been taken in breach or violation of the Organizational Documents of Invest and the Significant Subsidiaries.

Section 4.8Litigation. There are no Proceedings pending or, to the Knowledge of Invest, threatened that relate, directly or indirectly, to this Swiss Merger Agreement or any Ancillary Agreement to which Invest is a party, or any action taken or to be taken in connection with this Swiss Merger Agreement or any Ancillary Agreement. Except as set forth on Schedule 4.8, there are no Proceedings pending or, to the Knowledge of Invest or Bruker AG, threatened that relate to (a) Invest or any Subsidiary or their respective assets, properties or businesses or (b) the officers, directors, employees, stockholders or Affiliates of Invest (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements that apply, in whole or in part, to Invest or any Subsidiary or their respective assets, properties or business.

Section 4.9Financial Statements; Undisclosed Liabilities.

(a)Except as set forth on Schedule 4.9, Invest has furnished BRKR true and complete copies of the audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for each of the fiscal years ended as of December 31, 2005 and 2006 and the related opinion of E&Y, the independent accountants of the Subject Companies, and the unaudited combined balance sheet and the related unaudited

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combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 (collectively, together with the related notes thereto, the “Financial Statements”), and the audit report including the audited statutory balance sheet and the audited statutory statement of income of (i) Kurt Buergi, dipl Buecher- und Steuerexperte, the independent auditors of Invest and Bruker BioSpin International AG (“Bruker International”) as per December 31, 2005 and 2006 and of (ii) Ernst & Young AG, the independent auditors of Bruker AG as per December 31, 2005 and 2006.

(b)The Financial Statements fairly present in all material respects the financial position and the results of operations of the Subject Companies as of the respective dates thereof and for the respective periods then ended. The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein or in the notes thereto. The Financial Statements have been prepared in accordance with the books and records of the Subject Companies consistent with past practice.

(c)Except as set forth on Schedule 4.9 and (i) as reflected or adequately reserved against in the Financial Statements and (ii) liabilities which have been incurred since December 31, 2006 in the Ordinary Course of Business, there are no liabilities or obligations, secured or unsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the Subject Companies or that would materially delay the consummation of the Swiss Transactions.

Section 4.10Absence of Certain Changes. Except as described on Schedule 4.10, since December 31, 2006, (a) Invest and the Subsidiaries have been operated in the Ordinary Course of Business, (b) neither Invest nor any Subsidiary has taken or agreed to take any of the actions set forth in Section 7.1, (c) there has not occurred any event or condition that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect, (d) there have been no actual or threatened cancellations or terminations by any material producer, agent, supplier, customer or contractor of Invest or any Subsidiary and (e) there has been no material damage to or loss or theft of any of the material assets of Invest or any Subsidiary.

Section 4.11Contracts.

(a)Schedule 4.11(a) sets forth a complete and accurate list of the following Contracts to which (x) Invest or any Significant Subsidiary is a party or by which Invest or any Significant Subsidiary or any of their respective properties or assets is or may be bound or (y) any other Subsidiary is a party or by which any such Subsidiary or any of its properties or assets is or may be bound which is material to Invest and the Subsidiaries taken as a whole:

(i)employment Contracts with (a) any current officer, manager, director or Employee and (b) any former officer, manager, director or Employee with respect to which Invest or any Subsidiary remains liable for any obligations

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thereunder (the name, position or capacity and rate of compensation of each such person and the expiration date of each such Contract being set forth in accordance with this Section 4.11(a)), other than standard contracts required under local Law or custom;

(ii)all Contracts (other than employment contracts) with any current or former officer, manager, director, stockholder, member, Employee, consultant, agent or other representative or with an entity in which any of the foregoing is a controlling person (excluding any Contracts with respect to which Invest and its Subsidiaries have no liabilities for any obligations thereunder);

(iii)all lease, sublease, rental or other Contracts under which Invest or any Subsidiary is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts;

(iv)all collective bargaining or other labor or union Contracts;

(v)all instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating to the extension of credit or the granting of a Lien other than Permitted Liens, or any Contract of guarantee in favor of any Person or entity other than Invest or any Subsidiary;

(vi)all confidentiality Contracts (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(vii)all partnership or joint venture Contracts;

(viii)all Contracts relating to licenses of trademarks, trade names, service marks or other Invest Proprietary Rights;

(ix)all other Contracts material to the business of Invest or any Subsidiary, other than any Contracts having only Subject Companies as parties; and

(x)each amendment, supplement and modification in respect of any of the foregoing.

(b)Schedule 4.11(b) sets forth a complete and accurate list of the following Contracts (x) to which Invest or any Subsidiary is a party or (y) by which Invest or any Subsidiary or any of their respective properties or assets is or may be bound (such Contracts collectively, along with the Contracts listed on Schedule 4.11(a), the “Invest Contracts”):

(i)all lease, sublease, rental, licensing use or similar Contracts with respect to personal property providing for annual rental license or use payments in

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excess of U.S. $200,000 or the guarantee of any such lease, sublease, rental or other Contracts;

(ii)all Contracts containing any covenant or provision limiting the freedom or ability of Invest or any Subsidiary to engage in any line of business, engage in business in any geographical area or compete with any other Person;

(iii)all Contracts (other than Contracts having only Subject Companies as parties) for the purchase or sale of materials, supplies or equipment (including computer hardware and software), or the provision of services (including consulting services, data processing and management, project management services and clinical trial management), involving total payments in excess of U.S. $1,750,000 or containing any escalation, renegotiation or redetermination provisions, which Contracts are not terminable at will without liability, premium or penalty by Invest or any Subsidiary;

(iv)all Contracts, purchase orders or service agreements relating to capital expenditures of Invest or any Subsidiary involving total payments in excess of U.S. $200,000;

(v)all Contracts between or among (A) Invest or any Subsidiary, on the one hand, and (B) any Invest Shareholder, Affiliate of any Invest Shareholder, (other than the Subject Companies) or any Related Party, on the other hand;

(vi)all Contracts (A) outside the Ordinary Course of Business for the purchase, acquisition, sale or disposition of any assets or properties or (B) for the grant to any Person (excluding Invest or any Subsidiary) of any option or preferential rights to purchase any assets or properties;

(vii)all Contracts (other than Contracts having only Subject Companies as parties) pursuant to which there is either a current or future obligation of Invest or any Subsidiary to make payments or provide services for a value in excess of U.S. $200,000 in any twelve (12) month period;

(viii)all Contracts under which Invest or any Subsidiary agrees to indemnify any Person (other than standard materials transfer agreements or non-disclosure agreements for customer test sample measurements made in the Ordinary Course of Business);

(ix)all non-competition, non-solicitation and any similar Contracts;

(x)all “earn-out” agreements or arrangements or any similar Contracts; and

(xi)each amendment, supplement and modification in respect of any of the foregoing.

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(c)(i) Each Invest Contract (including, for purposes of this Section 4.11(c), all Contracts that would be deemed an “Invest Contract” but for the fact that a Subject Company is a party thereto) is legal, valid, binding and enforceable against Invest or the Subsidiary that is party thereto and against each other party thereto, is in full force and effect and (ii) no party is in material breach or default, and no event has occurred which would constitute (with or without notice or lapse of time or both) a material breach or default (or give rise to any right of termination, modification, cancellation or acceleration) or material loss of any benefits under any Invest Contract.

Section 4.12Transactions with Affiliates. Except as set forth on Schedule 4.12, no Related Party, either currently or at any time since December 31, 2003 (a) has or has had any interest in any property (real or personal, tangible or intangible) that Invest or any Subsidiary uses or has used in or pertaining to the business of Invest or any Subsidiary or (b) has or has had any business dealings, contracts, agreements, arrangements, understandings or any financial interest in any transaction with Invest or any Subsidiary or involving any assets or property of Invest or any Subsidiary, other than business dealings or transactions conducted in the Ordinary Course of Business at prevailing market prices and on prevailing market terms. For purposes of this Swiss Merger Agreement, the term “Related Party” shall mean as of any time: Invest Shareholders, any executive officer, member, manager or director, ten percent (10%) stockholder (including any executive officers, members, managers or directors thereof) or Affiliate of Invest or any Subsidiary or at such time, any present or former known spouse, sibling, parent or child of any such Invest Shareholders, executive officer, member, manager, director or Affiliate of Invest or any Subsidiary or any trust or other similar entity for the benefit of any of the foregoing Persons; provided, however, that the term “Related Party” shall not be deemed to include any Subject Company. BRKR has been provided with true and complete copies of all documents listed on Schedule 4.12 and any amendments thereto.

Section 4.13Labor Relations.

(a)As of the date of this Swiss Merger Agreement, there is no labor dispute, controversy, arbitration, grievance, strike, slowdown, lockout or work stoppage against Invest or any Significant Subsidiary pending or threatened which may interfere with the business activities of Invest or any Significant Subsidiary. Except as set forth on Schedule 4.13(a), neither Invest nor any Significant Subsidiary is a party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices or any other labor-related agreements or arrangements with any labor union, labor organization or works council. Except as set forth on Schedule 4.13(a), there are no labor agreements, collective bargaining agreements, work rules or practices or any other labor-related agreements or arrangements that pertain to any Employees. None of the Employees is represented by any labor organization with respect to such Employees’ employment or other service with Invest or any Significant Subsidiary. Except as set forth on Schedule 4.13(a), no labor union, labor organization, works council or group of Employees of Invest or any Significant Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions presently pending or threatened in writing to be brought or filed with any labor relations

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tribunal or authority. There are no organizational efforts presently being made involving any of the presently unorganized Employees. Neither Invest nor any Significant Subsidiary is a party to, or otherwise bound by, any order relating to Employees or employment practices.

(b)Invest and each Subsidiary has, in all material respects, properly classified the employment or other service status of all Employees, independent contractors and other persons providing services to or on behalf of Invest or any Subsidiary for purposes of compliance with (i) all applicable Laws and (ii) the terms or tax qualification requirements of any Benefit Plan or other benefit arrangement.

Section 4.14Insurance. Schedule 4.14 sets forth a true and complete list of all insurance policies currently maintained relating to Invest and each Significant Subsidiary, including those which pertain to Invest’s and each Significant Subsidiary’s assets, directors, officers or employees or operations, and all such insurance policies are in full force and effect and all premiums due thereunder have been paid. There is no material claim outstanding under any such insurance policies and there are no existing circumstances likely to give rise to a claim under any such insurance policies. Invest has not received notice of cancellation of any such insurance policies. Invest has provided to BRKR true and complete copies of all insurance policies (including any amendments thereto) listed on Schedule 4.14.

Section 4.15Accounts Receivable. All accounts receivable, notes receivable and other indebtedness of Invest and each Subsidiary (the “Accounts Receivable”) reflected in the Financial Statements or which arose subsequent to December 31, 2006, represent bona fide, arm’s-length transactions for the sale of goods or performance of services actually delivered in the Ordinary Course of Business and, in the case of Accounts Receivable, have been billed or invoiced in the Ordinary Course of Business consistent with past practice. Except to the extent expressly reserved against or reflected on the Financial Statements (which reserves are consistent with past practice) or paid prior to the Closing, the Accounts Receivable are or will be as of the Closing Date, collectible in the Ordinary Course of Business.

Section 4.16Real Property; Leases.

(a)Except as set forth on Schedule 4.16(a)(i), neither Invest nor any Subsidiary owns any real property (such property, the “Owned Real Property”) and the Owned Real Property is owned free and clear of all Liens.

(b)Schedule 4.16(b)(i) contains a complete and correct list of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which Invest or any of its Subsidiaries is a lessee, sublessee, tenant, licensee or assignee of any real property owned by any other Person (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Invest has delivered to BRKR true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) there exists no default under such Real Property Lease by Invest or any Subsidiary nor is there any event which,

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with notice or the passage of time or both, could ripen into a default and neither Invest nor any Subsidiary has received written notice of any such default and (ii) to the Knowledge of Invest or Bruker AG, there exists no default by any other Person thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. Each Real Property Lease is a legal, valid and binding obligation of Invest and/or each Subsidiary, and, to the Knowledge of Invest, and each other party thereto, enforceable against each such other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the Swiss Transactions or any Ancillary Agreement requires no Consents from any Person, except as set forth on Schedule 4.16(b)(ii) (which Consents have been obtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the amounts payable under or modification to any Real Property Lease. Invest and the Subsidiaries hold good and valid leasehold estates in the Leased Real Property and the Real Property constitutes all of the real property necessary for the conduct of Invest’s and the Subsidiaries respective businesses.

(c)(i) There is no pending or, to the Knowledge of Invest or Bruker AG, threatened condemnation (or similar proceedings) of all or any part of the Real Property, and neither Invest nor any Subsidiary has assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, (ii) to the Knowledge of Invest or Bruker AG, there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any applicable Laws that could, individually or in the aggregate, result in a Material Adverse Effect, nor has Invest or any Subsidiary received any notice of any special assessment proceedings affecting any Real Property, or applied for any change to the zoning or land use status of any Real Property, (iii) to the Knowledge of Invest or Bruker AG, there are no defects, structural or otherwise, with respect to any of the Real Property (or any improvements located thereon), which could reasonably be anticipated to have a material adverse impact on the value or utility of any such parcel of Real Property and (iv) there are no easements, Liens or other agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the Real Property.

Section 4.17Environmental.

(a)Invest and the Subsidiaries hold all Environmental Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws; Schedule 4.17 sets forth a true and complete list of all such Environmental Permits. All such Environmental Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Environmental Permits. No Proceeding is pending or, to the Knowledge of Invest or Bruker AG, threatened, to suspend, revoke, withdraw, modify or limit any such Environmental Permit. The Swiss Transactions or any Ancillary Agreement do not give rise to the requirement of any filing, consent,

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approval or modification in order for each Environmental Permit to continue to be valid and in full force and effect following the Closing or the Effective Time.

(b)Invest and the Subsidiaries comply and have complied in all respects with and are not in default under any Environmental Law applicable to Invest or any of its Subsidiaries or any of their respective properties or assets.

(c)There are no Proceedings arising under any Environmental Law pending or, to the Knowledge of Invest or Bruker AG, threatened that relate to the (i) Invest or any Subsidiary or their respective assets, properties or businesses or (ii) the officers, directors, employees, stockholders or Affiliates of Invest (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements arising under any Environmental Law that apply, in whole or in part, to Invest or any Subsidiary or their respective assets, properties or business.

(d)Except as set forth on Schedule 4.17(d), there has been no Release or threatened Release of any Hazardous Substance from, and no Hazardous Substances are present at, on or beneath, any property currently or formerly owned, leased or operated by Invest or any Subsidiary or, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, at any other location, including any location at which any Hazardous Substances manufactured, used or generated by Invest or any Subsidiary have been stored, treated or disposed.

(e)(i)“Hazardous Substances” shall mean any pollutant, contaminant, hazardous substance, hazardous waste, medical waste, special waste, toxic substance, petroleum or petroleum-derived substance, waste or additive, radioactive material, or other compound, element, material or substances in any form (including products) regulated, restricted or addressed by or under any applicable Environmental Law.

(ii)“Environmental Law” shall mean any Law relating to the environment, natural resources or the safety or health of human beings or other living organisms, including the manufacture, distribution in commerce, use or presence of hazardous substances.

(iii)“Environmental Permits” shall mean all Permits required under Environmental Laws.

(iv)“Release” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposal (except orderly offsite disposal via qualified hazardous waste disposal contractors) or emission.

Section 4.18No Broker. No agent, broker, investment banker, financial advisor or other firm or Person (a) has acted directly or indirectly for Invest in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee

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or any other commission or similar fee in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby.

Section 4.19Employee Benefits.

(a)Schedule 4.19 identifies bonus, stock purchase, stock option, severance pay, termination pay and all pension plans, all insurance to be paid by the employer (accident insurance, insurance for unwanted leave, etc.) or any other plan for the benefit of the Employees pursuant to which BRKR or Invest or any Subsidiary could incur liability (all plans, programs and agreements of the type referred to in the prior sentence are referred to in this Swiss Merger Agreement as the “Benefit Plans.”)

(b)With respect to each Benefit Plan, Invest has delivered to BRKR:

(i)an accurate and complete copy of the Benefit Plan regulations (including all amendments thereto);

(ii)an accurate and complete copy of the annual report, if required under applicable law, with respect to such Benefit Plan for each of the last two years; and

(iii)accurate and complete copies of all Contracts relating to such Benefit Plan, including service provider agreements, insurance contracts, and investment management agreements.

(c)Each Benefit Plan has, in all material respects, been established, funded, maintained and administered in compliance with its terms and with the applicable Laws.

(d)Neither Invest nor any of its Subsidiaries has any intention or commitment to create any Benefit Plan or to modify or change any existing Benefit Plan (other than to comply with applicable law).

(e)Each of the Benefit Plans has been operated and administered in all material respects in accordance with applicable Law and the terms of the Benefit Plan. Each of Invest and the Subsidiaries has met and is meeting all of its obligations under the Benefit Plans and has paid (or provisioned) all contributions required prior to the date of this Swiss Merger Agreement under the Benefit Plans.

(f)Neither the execution and delivery of this Swiss Merger Agreement nor the consummation of the Swiss Transactions contemplated hereby will (either alone or in conjunction with any other event) (i) cause or result in the accelerated vesting, funding or delivery of, or increase the amount or value of, any material payment or benefit to any manager, officer, Employee, consultant or independent contractor of Invest or any Subsidiary, (ii) cause or result in the funding of any Benefit Plan or (iii) cause or result in a limitation on the right of Invest or any Subsidiary to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust.

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(g)All contributions or premiums owed by Invest or any Subsidiary with respect to Benefit Plans under Law, contract or otherwise have been made in full and on a timely basis. All material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed. All amounts that Invest or any Subsidiary is legally or contractually required to deduct from the salaries of their Employees have been duly paid into the appropriate fund or funds. In particular, each of Invest and the Subsidiaries has paid, or made provision of payment for, any and all social security payments relating to any period prior to the date of the Financial Statements. Except as set forth on Schedule 4.19, in the past five years no social security authority has conducted a social security audit at Invest or one of the Subsidiaries and no social security authority has threatened to conduct or is presently conducting such an audit. There exist no circumstances which may result in a re-assessment by any social security authority of the social security contributions paid or to be paid by any of Invest and the Subsidiaries.

(h)All employees of Invest and the Subsidiaries are fully capable of performing work on behalf of their employers (no material absence due to disability or other unwanted leave). Neither Invest nor any Subsidiary is obligated under any Benefit Plan to provide life, health, medical, death or other welfare benefits with respect to any current or former Employee (or their beneficiaries or dependents) of Invest, any Subsidiary or their respective predecessors after termination of employment or other service, except as set forth on Schedule 4.19.

Section 4.20Employees.

(a)Schedule 4.20(a) sets forth (i) the name, title and total compensation (payable by Invest or any Subsidiary) of each officer, manager and director of Invest and the Subsidiaries and each other Employee and agent whose total compensation (so payable and including bonuses and commissions) for the year ended December 31, 2006 equaled or exceeded U.S. $150,000 or who will receive compensation (including bonuses and commissions) for the year ending December 31, 2007 equal to or in excess of U.S. $150,000, (ii) all bonuses and other incentive compensation received by such Persons since January 1, 2006 and any accrual for such bonuses and incentive compensation and (iii) all Contracts or commitments by Invest or any Subsidiary to increase the compensation or to modify the conditions or terms of employment or other service of any of its officers, managers, Employees, consultants and agents whose total compensation (including bonuses and commissions) exceeds U.S. $150,000  per annum.

(b)To the Knowledge of Invest or Bruker AG, except with respect to BRKR, no officer, manager or director of Invest or any Subsidiary or any Employee, consultant or agent of Invest or any Subsidiary is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Person and any other Person that will (i) materially affect the performance by such Person of such Person’s duties to Invest or any Subsidiary or (ii) materially affect the ability of Invest or any Subsidiary to conduct its business.

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(c)No executive, key Employee or significant group of Employees has given notice to Invest or any Significant Subsidiary to terminate employment or service with Invest or any Significant Subsidiary during the next twelve (12) months.

Section 4.21Taxes and Tax Returns. Except as provided on Schedule 4.21:

(a)All Tax Returns required to be filed by or with respect to Invest or any Subsidiary or their respective assets and operations have been timely filed. All such Tax Returns (i) were prepared in the manner required by applicable Law, (ii) are true, correct and complete in all material respects and (iii) accurately reflect the liability for Taxes of Invest and each Subsidiary. All Taxes due and owing by any of Invest and any Subsidiary on or before the date hereof (whether or not shown on any Tax Returns) have been fully paid, or have been adequately reserved for in accordance with applicable GAAP on the Financial Statements. True, correct and complete copies of all federal, state, local and foreign Tax Returns of or including Invest and the Subsidiaries filed in the previous five (5) years have been provided to BRKR prior to the date hereof.

(b)Invest and the Subsidiaries have timely paid, or caused to be paid, all Taxes required to be paid, whether or not shown (or required to be shown) on a Tax Return, and Invest and the Subsidiaries have accrued for the payment in full of all Taxes not yet due and payable on the balance sheet included in the Financial Statements for Invest’s fiscal year ended December 31, 2006. Since December 31, 2006, neither Invest nor any Subsidiary has incurred any liability for Taxes other than Taxes incurred in the Ordinary Course of Business. In particular, the reserves with respect to Taxes on the respective books of each of Invest and the Subsidiaries are sufficient to cover all Taxes of whatever nature that may be assessed or computed on the results, transactions, or capital of Invest and each of the Subsidiaries for all periods prior to the date of the Financial Statements irrespective of the financial period during which such Taxes may become due.

(c)Invest and the Subsidiaries have complied in all material respects with all provisions of state, local and foreign Law relating to the withholding and payment of Taxes, and have, within the time and in the manner prescribed by Law, withheld the applicable amount of Taxes required to be withheld from amounts paid to any stockholder, Employee, independent contractor or other third party and paid over to the proper Governmental Authorities all amounts required to be so paid over. Neither Invest nor any of the Subsidiaries has distributed any hidden dividend, or distributed or granted any other benefit to any of Invest Shareholders or any other person which could lead to the imposition of any withholding tax on dividends or constructive dividends. Each cash distribution paid (or that will be paid) by Invest to Invest Shareholders, including the Special Dividend, constituted (or, in the case of a cash distribution not yet paid, will constitute) a dividend (within the meaning of Section 316 of the Code) of Invest paid to and properly includible in the income of Invest Shareholders for U.S. federal income tax purposes (and, as applicable, for purposes of state, local and foreign Law). In addition, each cash distribution paid (or that will be paid) by a Subsidiary to any shareholder of the Subsidiary, including any Subsidiary Dividend, constituted (or, in the case of a cash distribution not yet paid, will constitute) a dividend (within the meaning of

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Section 316 of the Code) of the Subsidiary paid to and properly includible in the income of such shareholder for U.S. federal income tax purposes (and, as applicable, for purposes of state, local and foreign law).

(d)Neither Invest nor any of the Subsidiaries is subject to proceedings or investigations related to Taxes by any authority and no such proceedings are threatened against Invest or any Subsidiary. There are no examinations or other administrative or court proceedings relating to Taxes in progress or pending, and there is no existing, pending or threatened claim, proposal or assessment against Invest or any Subsidiary or relating to their assets or operations asserting any deficiency for Taxes.

(e)No claim has ever been made by any Taxing Authority with respect to Invest or any Subsidiary in a jurisdiction where Invest or any Subsidiary does not file Tax Returns that Invest or any Subsidiary is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of Invest or any Subsidiary that arose in connection with any failure (or alleged failure) to pay any Taxes and, except for liens for real and personal property Taxes that are not yet due and payable, there are no liens for any Taxes upon any assets of Invest or any Subsidiary.

(f)No extension of time with respect to any date by which a Tax Return was or is to be filed by or with respect to Invest or any Subsidiary is in force, and no waiver or agreement by Invest or any Subsidiary is in force for the extension of time for the assessment or payment of any Taxes.

(g)Neither Invest nor any of the Subsidiaries has granted a power of attorney to any Person with respect to any Taxes.

(h)Neither Invest nor any Subsidiary is a party to any contract, agreement, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or liability for, Taxes.

(i)Invest is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(j)Neither Invest nor any Subsidiary has ever participated in an international boycott within the meaning of Section 999 of the Code.

(k)Invest and the Subsidiaries have, in all material respects, properly and in a timely manner documented their transfer pricing methodology in compliance with the applicable provisions of Swiss federal, Swiss cantonal, Swiss local or foreign Tax Law or regulation. In particular, the reserves with respect to Taxes on the respective books of each of Invest and the Subsidiaries, in relation to Taxes due or that might become due in connection with the transfer pricing methodology applied, are sufficient to cover all Taxes of whatever nature that may be assessed or computed on the results, transactions, or capital of Invest and each of the Subsidiaries for all periods prior to the date of the Financial Statements irrespective of the financial period during which such Taxes may become due.

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(l)            Neither Invest nor any Subsidiary was a foreign personal holding company (within the meaning of Section 552 of the Code) on or before December 31, 2004, and neither Invest nor any Subsidiary is or has been a passive foreign investment company (within the meaning of Section 1297 of the Code).

(m)          Other than as described on Schedule 4.21(m), neither Invest nor any Subsidiary is engaged in a trade or business within the United States.

(n)           The taxable year for U.S. federal income tax purposes of Invest and each of its Subsidiaries ends on December 31 of each year.

(o)           Invest is a foreign corporation within the meaning of Section 7701(a)(5) of the Code.

(p)           Neither Invest nor any of the Subsidiaries has been includible with any other entity in any consolidated, combined, unitary or similar return for any Tax period for which the statute of limitations has not expired (other than any such return with respect to which Invest was the common parent).

(q)           Invest shall pay the Special Dividend entirely from its cash on hand or the cash on hand of the Distributing Subsidiaries, and neither the cash distributed by Invest to Invest Shareholders in connection with the Special Dividend, nor any of the cash amounts distributed to Invest pursuant to any of the Subsidiary Dividends, have been funded by, are attributable to, or are otherwise traceable to (i) a borrowing or other debt or credit arrangement of any kind whatsoever involving Invest or any Subsidiary, including any borrowing or other debt or credit arrangement with an unrelated third party or an Affiliate, or (ii) a distribution, payment or other transfer by a Subsidiary to Invest other than pursuant to a Subsidiary Dividend.

Section 4.22           Proprietary Rights.

(a)           (i) Except as set forth on Schedule 4.22(a), Invest or a Subsidiary is the sole owner of, free and clear of any Lien (other than Permitted Liens), or has a valid license to (without the payment of any royalty, except with respect to off-the-shelf software licensed on commercially reasonable terms), all U.S. and non-U.S. trademarks, service marks, logos, designs, trade names, internet domain names and corporate names, and the goodwill of the business connected with and symbolized by the foregoing, patents, registered designs, copyrights, computer software (including all information systems, data files and databases, source and object codes, user interfaces, manuals and other specifications and documentation related thereto and all intellectual property and proprietary rights incorporated therein), web sites and web pages and related items (and all intellectual property and proprietary rights incorporated therein) and all trade secrets, research and development, formulae and know-how (“Trade Secrets”) and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to any of the foregoing (all of the foregoing to be collectively referred to as the “Proprietary Rights”) used or held for use in, or necessary for the conduct of the business of Invest or the businesses of the Subsidiaries (such

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Proprietary Rights owned by or licensed to Invest or the Subsidiaries, collectively, the “Invest Proprietary Rights”), (ii) the rights of Invest and the Subsidiaries in Invest Proprietary Rights are valid and enforceable, (iii) neither Invest nor any Subsidiary has received any demand, claim, notice or inquiry from any Person in respect of Invest Proprietary Rights which challenges, threatens to challenge or inquires as to whether there is any basis to challenge, the validity or enforceability of, or the rights of Invest or any Subsidiary in, any of Invest Proprietary Rights, and neither Invest nor any Subsidiary has Knowledge of any facts which could form a reasonable basis for any such demand, claim, notice or inquiry, (iv) no act has been done or omitted to be done by Invest or any Subsidiary, or any licensee thereof, which has had or could have the effect of impairing or dedicating to the public, or entitling any U.S. or foreign governmental authority or any other Person to invalidate, render unenforceable or unpatentable, preclude issuance of, cancel, forfeit, modify or consider abandoned, any material Invest Proprietary Rights owned by Invest or a Subsidiary (the “Owned Proprietary Rights”), or give any Person any rights with respect thereto (except pursuant to an agreement listed on Schedule 4.22(b)), (v) all necessary registration, maintenance and renewal fees in respect of the Owned Proprietary Rights have been paid and all necessary documents and certificates have been filed with the relevant Governmental Authority for the purpose of maintaining such Owned Proprietary Rights, (vi) to the Knowledge of Invest and its Subsidiaries, the respective businesses of Invest and the Subsidiaries as currently or in the past operated do not violate or infringe, and have not violated or infringed, any Proprietary Rights of any other Person, (vii) to the Knowledge of Invest and its Subsidiaries, no Person is violating or infringing any of Invest Proprietary Rights, (viii) Invest and the Subsidiaries have obtained from all individuals who participated (as Employees, consultants, employees of consultants or otherwise) in any respect in the invention, development or authorship of any of the Owned Proprietary Rights effective waivers of any and all ownership rights of such individuals in such Proprietary Rights, and/or assignments to Invest or the Subsidiaries, as the case may be, of all rights with respect thereto, and (ix) neither Invest nor the Subsidiaries have divulged, furnished to or made accessible to any Person, any Trade Secrets without prior thereto having obtained an enforceable agreement of confidentiality from such Person.

(b)           Schedule 4.22(b) contains a complete and accurate list of the material Invest Proprietary Rights (other than Trade Secrets) and all licenses and other agreements relating thereto.

Section 4.23           Information Technology. Except as described on Schedule 4.23:

(a)           The material Invest IT Systems have been properly maintained by technically competent personnel in accordance with standards set by the manufacturers for proper operation, monitoring and use. The material Invest IT Systems are in good working condition to effectively perform all information technology operations necessary for the conduct of its business as now conducted or as contemplated to be conducted. Neither Invest nor any Subsidiary has experienced within the past twelve (12) months any material disruption to, or material interruption in, its conduct of its business

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attributable to a defect, bug, breakdown or other failure or deficiency on the part of Invest IT Systems.

(b)           Except for scheduled or routine maintenance which would not reasonably be expected to cause any material disruption to, or material interruption in, the conduct of the business, Invest IT Systems are available for use during normal working hours and other times when required to be available. Invest and the Subsidiaries have taken commercially reasonable steps to provide for the backup and recovery of the data and information critical to the conduct of the business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of the business.

(c)           Invest and Subsidiaries have taken commercially reasonable actions, consistent with standards in the business, with respect to Invest IT Systems to detect and prevent the disclosure to unauthorized persons of, and keep secure, any and all confidential information, trade secrets, or other proprietary information stored on Invest IT Systems including the designs, policies, processes and procedures relating to the composition and structure of Invest IT Systems.

Section 4.24           Guarantees. Except as described on Schedule 4.24, neither Invest nor any Subsidiary is a guarantor or otherwise responsible for any liability or obligation (including indebtedness) of any Person.

Section 4.25           Bank Accounts. Schedule 4.25 contains a true and complete list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which (i) Invest or any Significant Subsidiary has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship or (ii) any other Subsidiary has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship which is material to Invest and the Subsidiaries taken as a whole, (b) a true and complete list and description of each such account, box and relationship and (c) the name of every Person authorized to draw thereon or having access thereto.

Section 4.26           Foreign Corrupt Practices and International Trade Sanctions. To the Knowledge of Invest Shareholders and Invest, neither Invest, any Subsidiary nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of the business of Invest or any Subsidiary, (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of applicable Laws, (b) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (c) violated or operated in noncompliance with any applicable export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws.

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Section 4.27           Inventory. The inventories shown on the Financial Statements, net of inventory reserves reflected thereon, for the period ended December 31, 2006 or acquired after December 31, 2006, were acquired and maintained in the Ordinary Course of Business, are of good and merchantable quality, and consist of items of a quantity and quality usable or salable in the Ordinary Course of Business.

Section 4.28           Deposits. No deposit received by a Subject Company prior to the Closing Date on a purchase made by a customer from Invest or any of its Subsidiaries (a “Deposit”) shall be required to be returned or refunded to such customer or otherwise be subject to any adjustment in favor of such customer (each such return, refund or adjustment, a “Refund”), in each case other than (a) aggregate Refunds to the extent the aggregate sum of which is less than $1,000,000 or (b) any Refund granted pursuant to a renegotiation between the parties to the Contract pursuant to which the Deposit subject to such Refund was initially made that is (i) (A) deemed by the Chief Financial Officer of BRKR to be neutral or beneficial to Invest and (B) in an amount less than $500,000 (ii) deemed by the Special Committee or the Audit Committee of BRKR to be neutral or beneficial to Invest or (iii) in an amount less than $50,000 (which Refunds shall be deemed to be in the Ordinary Course of Business).

Section 4.29           No Misleading Statements. Except as set forth on Schedule 4.29, the representations and warranties made by Invest Shareholders and Invest in this Swiss Merger Agreement, including in the exhibits and schedules hereto, do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BRKR

BRKR represents and warrants to Invest Shareholders as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:

Section 5.1             Organization of BRKR; Authority. BRKR is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as presently conducted. BRKR is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the nature of the business conducted by it or the assets or properties owned or leased by it requires qualification, except where the failure to be so qualified, licensed or in good standing could not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of BRKR to consummate the Swiss Transactions or any Ancillary Agreement to which it is a party.

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Section 5.2             Capitalization.

(a)           The authorized capital stock of BRKR consists of 200,000,000 shares of BRKR Stock and 5,000,000 shares of preferred stock, $0.01 par value (“BRKR Preferred Shares”). At the close of business on September 30, 2007, 105,474,931 shares of BRKR Stock and no BRKR Preferred Shares were issued and outstanding. All of the outstanding shares of capital stock of BRKR have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive and similar rights and were issued in compliance with applicable federal and state securities laws.

(b)           All shares of BRKR Stock to be issued in connection with the Swiss Transactions, when issued pursuant to this Swiss Merger Agreement, will be duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive or similar rights.

Section 5.3             Authorization; Enforceability.

(a)           The execution and delivery by BRKR of this Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by BRKR of the Swiss Transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all requisite action on the part of BRKR (subject to the approval of the holders of a majority of the outstanding shares of BRKR Stock and a majority of the outstanding shares of BRKR Stock not held by Invest Shareholders and their Affiliates and present and voting at the meeting) and no other action by BRKR is necessary to authorize the Swiss Transactions contemplated hereby or thereby or to consummate such Swiss Transactions.

(b)           This Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements to which BRKR is a party have been duly executed and delivered by BRKR, and (assuming the due authorization, execution and delivery of this Swiss Merger Agreement by Invest Shareholders) this Swiss Merger Agreement and, as of the Closing Date, each such Ancillary Agreement constitutes a valid and binding obligation of BRKR, enforceable against BRKR in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 5.4             No Conflict. The execution and delivery by BRKR of this Swiss Merger Agreement and, as of the Closing Date, the Ancillary Agreements to which it is a party and the consummation by BRKR of the Swiss Transactions contemplated hereby and thereby, assuming all required filings, consents, approvals authorizations and notices set forth on Schedule 5.4 have been made, given or obtained, do not and shall not:

(a)           violate or conflict with any Organizational Document of BRKR;

(b)           violate or conflict with, in any material respect, any Law applicable to Buyer or any of its assets, properties or businesses or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority; or

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(c)           (i) conflict with, result in any breach of, constitute a default (or event which after notice or lapse of time or both, would become a default) under, or require any consent under any Contract, to which BRKR is a party or by which BRKR may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of BRKR or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien upon any of the properties or assets of Buyer;

except in the case of clause (c) above, as would not reasonably be expected to have a material adverse effect on BRKR or the ability of BRKR to enter into and perform its obligations under, and to consummate the Swiss Transactions contemplated by, this Swiss Merger Agreement.

Section 5.5             No Broker. No agent, broker, investment banker, financial advisor or other firm or Person, other than Bear, Stearns & Co. Inc., the fees of which will be paid by BRKR, (a) has acted directly or indirectly for BRKR in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby or (b) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this Swiss Merger Agreement or any Ancillary Agreement or the Swiss Transactions contemplated hereby or thereby.

Section 5.6             SEC Filings.

(a)           BRKR has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2005 (collectively, the “BRKR SEC Documents”). The BRKR SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of BRKR is required to make any filings with the SEC.

(b)           The consolidated financial statements of BRKR included in the BRKR SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) in all material respects, the consolidated financial position of BRKR and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Section 5.7             Investment Representation. BRKR is acquiring the Invest Shares for investment purposes only, and not with a view to, or for offer or sale in

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connection with, any resale or distribution thereof or any transaction which would be in violation of all applicable Laws, including U.S. federal securities laws.

Section 5.8             Accredited Investor. BRKR (a) is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act and (b) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Invest Shares.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF MERGER SUB

Section 6.1             Merger Sub. Merger Sub represents and warrants to Invest Shareholders as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows:  Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Swiss Merger Agreement, has engaged in no other business activities and has conducted and will conduct (through and including the Effective Time) its operations only as contemplated by this Swiss Merger Agreement.

ARTICLE VII

COVENANTS

Section 7.1             Operation of Invest Pending the Closing. Invest covenants and agrees that Invest and the Subsidiaries will not (and Invest shall cause the Subsidiaries not to), and Invest Shareholders covenant and agree to cause Invest and the Subsidiaries not to, take any action with the purpose of causing any of the conditions to BRKR’s obligations set forth in Article VIII to not be satisfied. Except with the prior written consent of BRKR, during the period from the date of this Swiss Merger Agreement to the Closing, the businesses of Invest and the Subsidiaries shall be conducted in the Ordinary Course of Business and Invest covenants and agrees, and Invest Shareholders agree to cause Invest, to use all commercially reasonable efforts consistent therewith to preserve intact Invest’s material properties, assets and business organizations (including those of its Subsidiaries). Except to the extent necessary to consummate the Swiss Transactions contemplated by this Swiss Merger Agreement, without limiting the generality of the foregoing, and except as otherwise provided in this Swiss Merger Agreement, Invest shall not and will not permit the Subsidiaries to, and Invest Shareholders shall cause Invest and the Subsidiaries not to, without the prior written consent of BRKR:

(a)           amend any of its Organizational Documents;

(b)           liquidate, dissolve, recapitalize or otherwise wind up its business;

(c)           make any distribution or declare, pay or set aside any dividend in cash or property (other than the Special Dividend or the Subsidiary Dividends) with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire, directly or

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indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, Invest or any Subsidiary, or make any other changes in the capital structure of Invest or any Subsidiary;

(d)           authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (i) any equity interest or capital stock of Invest or any Subsidiary, (ii) any equity rights in respect of, security convertible into, exchangeable for or evidencing the right to subscribe for or acquire either (x) any equity interest or shares of capital stock of Invest or any Subsidiary or (y) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any shares of the capital stock of, or other equity or voting interest in, Invest or any Subsidiary, (iii) any instruments of indebtedness (other than in the Ordinary Course of Business) or (iv) any derivative instruments (other than in the Ordinary Course of Business);

(e)           other than in the Ordinary Course of Business, acquire or dispose of, whether by purchase, merger, consolidation or sale, lease, pledge or other encumbrance of stock or assets or otherwise, any interest in any (i) corporation, partnership or other Person or (ii) assets comprising a business or any other property or assets, in a single transaction or in a series of transactions;

(f)            other than in the Ordinary Course of Business, sell, assign, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, any amount of property or assets;

(g)           sell, assign, lease, license, transfer or otherwise dispose of, mortgage, pledge or encumber, any real property, or amend, terminate, modify or renew any real property lease;

(h)           incur any indebtedness or issue any debt securities or assume, guarantee or endorse the obligations of any other Person in excess of U.S. $600,000 in the aggregate;

(i)            cancel any third-party indebtedness owed to Invest;

(j)            (i) increase in any manner the rate or terms of compensation or benefits of any of its directors, managers, officers, Employees, consultants, agents, independent contractors or other individual service providers (including the grant of any stock options or any other award), except (A) as may be required under existing employment agreements or (B) annual wage increases granted in the Ordinary Course of Business, (ii) hire any new Employees except in the Ordinary Course of Business with respect to Employees with an annual base and incentive compensation opportunity not to exceed U.S. $150,000, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing Benefit Plan or other agreement or arrangement to any such director, manager, officer, Employee, consultant, agent, independent contractor or other individual service provider, whether past or present, (iv) enter into or amend any employment, bonus, severance or retirement

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contract, except for agreements for newly hired Employees in the Ordinary Course of Business with an annual base and incentive compensation opportunity not to exceed U.S. $150,000, or (v) except as required to ensure that any Benefit Plan is not then out of compliance with applicable Law, enter into or adopt any new, or increase benefits under or renew or amend any existing, Benefit Plan or benefit arrangement or any collective bargaining agreement;

(k)           make any distributions, loans, advances or capital contributions (other than advances for travel and other normal business expenses to officers and Employees), except in the Ordinary Course of Business;

(l)            commit to make any capital expenditure or fail to make capital expenditures consistent with past practice;

(m)          fail to maintain all its assets in good repair and condition, except to the extent of wear or use in the Ordinary Course of Business or damage by fire or other unavoidable casualty;

(n)           except as may be required as a result of a change in applicable law or GAAP, make, revoke or change any Tax election or change any Tax accounting method, settle or compromise any Tax liability, or waive or consent to the extension of any statute of limitations for the assessment and collection of any Tax;

(o)           except as may be required as a result of a change in applicable Law or GAAP, change any accounting principles or practices used by Invest or any Subsidiary;

(p)           other than any reasonable settlement with respect to matters described in Schedule 4.8, institute, settle or dismiss any action, claim, demand, lawsuit, proceeding, arbitration or grievance by or before any court, arbitrator or governmental or regulatory body threatened against, relating to or involving Invest or any Subsidiary in connection with any business, asset or property of Invest or any Subsidiary;

(q)           enter into any Invest Contracts or Contracts (in each case other than any Contracts having only Subject Companies as parties and other than Contracts covered by Section 7.1(g)) (i) having a term in excess of twelve (12) months or (ii) involving the payment, or provision of goods or services, in excess of U.S. $500,000 on an individual or aggregate basis, except for the acceptance of customer purchase orders in the Ordinary Course of Business with terms up to twenty-four (24) months and individual amounts up to U.S. $5,000,000;

(r)            either fail to pay the accounts payable or other liabilities of Invest or any Subsidiary, or fail to collect the accounts receivable or other indebtedness owed to Invest or any Subsidiary;

(s)           enter into, or renew, amend or otherwise modify or extend, any Contracts relating to derivative or hedging transactions or similar transactions, including currency derivative or hedging Contracts or transactions; or

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(t)            agree in writing to take any of the foregoing actions.

Section 7.2             Merger. BRKR, Merger Sub and Invest shall use their reasonable best efforts and Invest Shareholder and BRKR shall cause Invest and Merger Sub, respectively, to use its reasonable best efforts to (i) receive a positive ruling on the merger documents (i.e., the Merger Filing, the Merger Balance Sheet and the Merger application form to the Commercial Register, together the “Merger Documents”) from the Commercial Register as soon as possible, (ii) receive from a specially qualified auditor a confirmation that there are no known or expected claims of Merger Sub and Invest which could be jeopardized due to the Merger pursuant to Article 25(2) of the Merger Act, (iii) consult with their employee representatives pursuant to Article 28 of the Merger Act and (iv) enter into the Merger Filing with each other, substantially in the form attached hereto as Annex B in its German version or as required by the Commercial Register.

Section 7.3             Access. Invest shall, and shall cause the Subsidiaries to, and Invest Shareholders shall cause Invest and the Subsidiaries to, afford to officers, employees, accountants, counsel and other representatives (“Representatives”) of BRKR reasonable access to all of the assets, properties, personnel, books and records of Invest and the Subsidiaries.

Section 7.4             Notification.

(a)           Invest shall, and shall cause the Subsidiaries to, and Invest Shareholders shall cause Invest and the Subsidiaries to, promptly notify BRKR, and BRKR shall promptly notify Invest Shareholders, of any Proceeding pending or, to their Knowledge, threatened against Invest, BRKR, Merger Sub or Invest Shareholders as the case may be, which challenges the Swiss Transactions or any Ancillary Agreement.

(b)           Invest Shareholders shall provide prompt written notice to BRKR of any change in any of the information contained in the representations and warranties made by Invest Shareholders in Article III or Article IV or any exhibits or schedules referred to herein or attached hereto and shall promptly furnish any information which BRKR may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by Invest Shareholders in Article III or Article IV or any exhibits or schedules referred to herein or attached hereto.

(c)           Invest shall and shall cause the Subsidiaries to, and Invest Shareholders shall cause Invest and the Subsidiaries to, provide prompt written notice to BRKR of any change in any of the information contained in the representations and warranties made by Invest in Article IV or any exhibits or schedules referred to herein or attached hereto and shall promptly furnish any information which BRKR may reasonably request in relation to such change; provided, that such notice shall not operate in any way to modify or cure any breach of the representations and warranties made by Invest in Article IV or any exhibits or schedules referred to herein or attached hereto.

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Section 7.5             No Inconsistent Action. Neither Invest, BRKR, Merger Sub nor Invest Shareholders will take any action which is inconsistent with their respective obligations under this Swiss Merger Agreement.

Section 7.6             Reasonable Best Efforts.

(a)           Upon the terms and subject to the conditions of this Swiss Merger Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Swiss Transactions and the Ancillary Agreements as promptly as practicable, including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the Swiss Transactions and the Ancillary Agreements and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using reasonable best efforts to cause the satisfaction of all conditions to Closing; provided, however, that nothing in this Section 7.6 shall require or be construed to require BRKR or any Affiliate of BRKR to offer or agree to (x) enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of BRKR’s or any Affiliate of BRKR’s businesses or assets or any portion of the businesses or assets of its Subsidiaries or any portion of the businesses or assets of Invest or its Subsidiaries, (y) to conduct its, its Subsidiaries’ or any of their respective Affiliates’ businesses in a specified manner or (z) provide any compensation, benefits or other consideration to Invest’s Employees.

(b)           Each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to and provide each other Party (or its counsel) copies of, all filings made by such Party with any Governmental Authority or any other Person or any other information supplied by such Party to a Governmental Authority or any other Person in connection with this Swiss Merger Agreement and the Swiss Transactions contemplated hereby.

(c)           Each Party shall promptly inform the other Parties of any communication from any Governmental Authority regarding any of the Swiss Transactions and the Ancillary Agreements. If any Party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Swiss Transactions, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request.

Section 7.7             Further Assurances. From time to time after the Closing, without additional consideration, each Party will (or, if appropriate, cause its Affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by each of the other Parties to make effective the Swiss Transactions and to provide each other Party with the intended benefits of this Swiss Merger Agreement. Without limiting the foregoing, upon reasonable request of

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BRKR, each of Invest Shareholders and Invest shall, or shall cause their respective Affiliates to, as applicable, execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and paper as may be required to transfer, assign, convey and deliver to BRKR all right, title and interest in, to and under the Invest Shares.

Section 7.8             No Solicitation.

(a)           Invest shall, and shall cause the Subsidiaries to, and Invest Shareholders shall, and shall cause Invest and the Subsidiaries to, and each of the foregoing shall cause each of its officers, managers, employees, subsidiaries, Affiliates, agents and other representatives to, immediately cease any existing discussions or negotiations with respect to any Alternative Proposal and will not, and shall cause such Persons not to, directly or indirectly, encourage, solicit, participate in, initiate or facilitate discussions or negotiations with, or provide any information to, any corporation, partnership, Person or other entity or group (other than BRKR or its managers, officers, employees, subsidiaries, agents or other Affiliates) concerning any Alternative Proposal. Invest Shareholders and Invest shall immediately communicate to BRKR any such inquiries or proposals regarding an Alternative Proposal, including the terms thereof.

(b)           “Alternative Proposal” shall mean any of the following involving Invest or any of its Subsidiaries (other than the Transactions expressly contemplated by this Swiss Merger Agreement, the U.S. SPA and the German SPA): any inquiry or proposal relating to a sale of stock, any merger, consolidation, share exchange, business combination, transfer of membership interests, partnership, joint venture, disposition of assets (or any interest therein) or other similar transaction.

Section 7.9             Tax Matters.

(a)           All transfer, documentary, sales, use, registration and other such Taxes (including all applicable German and other real estate transfer Taxes and stock transfer Taxes) incurred in connection with this Swiss Merger Agreement and the Swiss Transactions contemplated hereby shall be paid by BRKR. Each Party shall cooperate to the extent necessary in the timely making of all filings, returns, reports and forms as may be required in connection therewith.

(b)           All contracts, agreements or arrangements under which Invest or any Subsidiary may at any time have an obligation to indemnify for or share the payment of or liability for any portion of a Tax (or any amount calculated with reference to any portion of a Tax) shall be terminated with respect to Invest or any such Subsidiary, as applicable, as of the Closing Date, and Invest or such Subsidiary, as applicable, shall thereafter be released from any liability thereunder.

(c)           Invest, BRKR, Merger Sub and Invest Shareholders shall, and shall each cause their Affiliates to, provide to the other cooperation and information, as and to the extent reasonably requested, in connection with the filing of any Tax Return or in conducting any audit, litigation or other proceeding with respect to Taxes.

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(d)           Immediately prior to the Closing, Invest shall deliver to BRKR a certification that stock in Invest is not a U.S. real property interest because Invest is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). Invest shall timely deliver to the IRS the notification required under Treasury Regulation Section 1.897-2(h)(2).

(e)           The Parties intend that the Swiss Transactions shall qualify for treatment as a reorganization under Section 368(a) of the Code and shall file any Tax Returns in a manner consistent with such treatment.

Section 7.10           Release. In consideration for payment of the Acquisition Price, as of and following the Closing Date, each Invest Shareholder (on its own behalf and on behalf of each of its Affiliates) knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to sue BRKR and its Subsidiaries and their respective predecessors, successors, parents, Subsidiaries and other Affiliates, and all of their respective current and former officers, directors, managers, employees, agents, attorneys and representatives from and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that any Invest Shareholder or its respective Affiliates, as applicable, has or may have, now or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, with respect to, arising out of, or in connection with Invest or the Subsidiaries; provided, however, that such release shall not cover: (a) any claims arising under this Swiss Merger Agreement, including the schedules and exhibits attached hereto, or the agreements or documents executed and/or delivered in connection herewith, but excluding claims of a breach of fiduciary duties by any Invest Shareholders or Invest in connection with the Swiss Transactions or (b) any claims against Invest or a Subsidiary in its capacity as a current or former director, manager, officer or employee of Invest or a Subsidiary for indemnification under the Organizational Documents of Invest or such Subsidiary, as such documents are in effect immediately prior to the Closing Date.

Section 7.11           Voting Agreement. To the extent applicable, each Invest Shareholder covenants and agrees to vote in her/his capacity as a holder of shares of BRKR Stock, all of the shares of BRKR Stock owned by such Invest Shareholder in favor of the Swiss Transactions.

Section 7.12           Non-competition and Non-solicitation. From the Closing and for a period of five (5) years thereafter, Invest Shareholders will not, and will cause their Affiliates not to, directly or indirectly, except on behalf of BRKR or its Affiliates:

(a)           engage in, hold an interest in, own, manage, operate, control, direct, be connected with as a stockholder (other than as a holder of less than one percent

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(1%) of a publicly traded security), joint venturer, partner, consultant or employee, or otherwise engage or participate in, provide services to or be connected in any manner with or assist in any way any entity, person or business that engages in a business involving the design, manufacture or distribution of the BioSpin Technologies; provided, that such restriction shall not prohibit any Invest Shareholder from accepting employment with another company that utilizes the BioSpin Technologies so long as such Invest Shareholder does not directly manage the BioSpin Technologies operations of such company or such BioSpin Technologies operations account for less than ten percent (10%) of the overall revenues of such company; or

(b)           solicit for employment or hire any employee of Invest or any of its Subsidiaries without the prior written consent of BRKR. This provision shall not apply to any employee of Invest who replies or responds to a general solicitation or advertisement for employment by an Invest Shareholder or on an Invest Shareholder’s behalf or to solicitations of employees of Invest twelve months after such employee’s employment has been terminated by Invest.

Section 7.13           Restrictions on Sales. Each Invest Shareholder agrees that, other than certain transfers solely among Invest Shareholders, such Invest Shareholder will not sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Invest Shareholder or any person in privity with such Invest Shareholder), directly or indirectly, including the participation in the filing of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any shares of BRKR Stock acquired pursuant to this Swiss Merger Agreement, or publicly announce an intention to effect any such transaction, for a period of 365 days after the Closing Date.

Section 7.14           No Election. BRKR shall at no time make an election under Section 338 of the Code with respect to Invest or any stock held, directly or indirectly, by Invest.

Section 7.15           Compulsory Share Transfer. As soon as possible after January 1, 2008, Invest Shareholders and Invest shall cause all Compulsory Shares to be transferred to Isolde Laukien-Kleiner (the “Compulsory Share Transfer”), free and clear of any Liens, and shall cause the share register of Invest to be duly revised to accurately reflect the record and beneficial ownership of all Compulsory Shares by Isolde Laukien-Kleiner.

Section 7.16           Compulsory Share Transfer relating to Bruker AG and Bruker International. As soon as possible after January 1, 2008, Invest Shareholders and Invest shall cause all compulsory shares held by the members of the board of directors of Bruker AG and Bruker International to be transferred to Invest, free and clear of any Liens, and shall cause the share registers of Bruker AG and Bruker International to be

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duly revised to accurately reflect the record and beneficial ownership of all shares in these companies by Invest.

Section 7.17           Transfer of Wheeler & Co. Shares. Invest Shareholders and Invest shall cause all Invest Shares held by Wheeler & Co. or any of its Affiliates for the benefit of Marc M. Laukien to be transferred to Marc M. Laukien, free and clear of any Liens, and shall cause the share register of Invest to be duly revised to accurately reflect the record and beneficial ownership of such Invest Shares by Marc M. Laukien.

ARTICLE VIII

CLOSING CONDITIONS

Section 8.1             Conditions to Each Party’s Obligations. The respective obligation of each Party to effect the Swiss Transactions is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, which may be waived by BRKR or Invest Shareholders:

(a)           The U.S. Closing shall have occurred;

(b)           The waiting periods (i) under the HSR Act applicable to the consummation of the Transactions shall have expired or been terminated and all necessary Consents of any Governmental Authority required for consummation of the Transactions shall have been obtained and (ii) applicable to the consummation of the Transactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions under any corresponding requirements of the European Union member states or competition regulatory authorities in other jurisdictions shall have been obtained; and

(c)           There shall not be in effect any Law of any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated by this Swiss Merger Agreement or any of the Ancillary Agreements.

(d)           A ruling of the Merger Documents from the Commercial Register shall have been received, confirming that the Merger Documents are in line with Swiss law and that the Merger Filing will be registered in the Commercial Register upon the filing of the Merger Documents;

(e)           A confirmation of a specially qualified auditor pursuant to Article 25(2) of the Merger Act shall have been received from Invest and the Merger Sub confirming that there are no known or expected claims of Invest which could be jeopardized due to the Merger;

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(f)            A confirmation of Invest and the Merger Sub shall have been issued confirming that consultation proceedings with the employee representatives, pursuant to Article 28 of the Merger Act, have taken place; and

Section 8.2             Conditions Precedent to Obligations of BRKR and Merger Sub. The obligation of BRKR and Merger Sub to effect the Swiss Transactions is subject to the satisfaction or waiver of the following conditions:

(a)           The representations and warranties of Invest Shareholders in this Swiss Merger Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Invest Shareholders that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

(b)           All of the terms, covenants and conditions to be complied with and performed by Invest Shareholders on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)           BRKR shall have received certificates of Invest Shareholders, dated as of the Closing Date, certifying in such detail as BRKR may reasonably request that the conditions specified in Sections 8.2(a) and 8.2(b) have been fulfilled;

(d)           No action, suit or proceeding shall be pending or threatened by or before any Governmental Authority or pending or threatened by any other Person to enjoin, restrain, prohibit or obtain damages in respect of any of the Swiss Transactions or any Ancillary Agreement, or which would be reasonably likely to prevent or make illegal the consummation of any Swiss Transactions or any Ancillary Agreement;

(e)           Invest shall have furnished to BRKR a certification in accordance with Treasury Regulation Section 1.1445-2(c) and in the form provided in Treasury Regulation Section 1.897-2(h)(2), in a customary and standard form;

(f)            Invest Shareholders shall have delivered to BRKR the Exchange Shares Transfer Deed, duly signed by each of Invest Shareholders in accordance with the terms of Section 2.1;

(g)           Invest Shareholders shall have delivered to Invest the Cancellation Shares Transfer Deed, duly signed by each of Invest Shareholders in accordance with the terms of Section 2.2;

(h)           There shall not have occurred since the date hereof any events that have had, or are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect;

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(i)            BRKR shall have received evidence, reasonably satisfactory to BRKR, of receipt of all requisite third-party and governmental Consents, including those set forth on Schedule 4.5(c);

(j)            The insurance policy between Bruker AG and Winterthur Versicherungen, dated October 8, 2007 (Policy # 8.246.554) shall have been amended so that full insurance coverage is provided under the policy before and after the consummation of this Swiss Merger Agreement;

(k)           BRKR shall have received evidence that condominium ownership under standard terms and conditions shall have been established in the Bruker AG building at Industriestrasse 26, CH–8117 Fällanden, Switzerland and the top floor shall have been sold, at fair market value, to Isolde Laukien-Kleiner or one of her Affiliates, and that the foregoing has been duly entered into the land register (Grundbuch);

(l)            All members of the board of directors of Bruker AG and Bruker International shall have terminated their trust agreements relating to the compulsory share and such shares shall have been transferred to Invest and the respective share registers of Bruker AG and Bruker International shall have been duly amended accordingly so that the sole shareholder of both Bruker AG and Bruker International is Invest;

(m)          The two full-time employment agreements between Werner Schittenhelm and Bruker AG on one hand and Bruker International on the other hand, shall have been amended and/or terminated to provide for the factual employment terms of Werner Schittenhelm with Bruker AG and Bruker International;

(n)           Any fees due to Joerg Laukien under the consulting agreement between Joerg Laukien and Invest shall as of the Closing either have been paid by Invest, or if paid by Bruker International, Invest shall have undertaken to reimburse Bruker International for such costs in the future;

(o)           Bruker Biospin K.K. shall have issued, and Invest shall have received, a stock certificate representing Invest’s ownership of 960,000 shares of Bruker Biospin K.K. common stock;

(p)           The approval of the Swiss Transactions by the holders of shares of BRKR Stock who are unaffiliated with Invest Shareholders representing at least a majority of the total votes cast by such holders at a duly held meeting of the BRKR stockholders;

(q)           The approval of the Swiss Transactions by the holders of shares of BRKR Stock representing at least a majority of the total votes cast at a duly held meeting of the BRKR stockholders;

(r)            All conditions precedent contained in the German SPA and the Ancillary Agreements (other than any conditions stating that the Swiss Closing shall have occurred) shall have been satisfied or waived by the parties thereto;

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(s)           BRKR and the Special Committee each shall have received an opinion from its special Swiss counsel to the effect that, as a result of the operation of the Merger Act, the following events shall occur simultaneously at the Effective Time of the Merger: (i) All of the assets and liabilities of Merger Sub shall become the assets and liabilities of Invest and (ii) Merger Sub shall cease its separate legal existence for all purposes;

(t)            All Compulsory Shares shall have been transferred to Isolde Laukien-Kleiner, free and clear of any Liens, and the share register of Invest shall have been duly revised to accurately reflect the record and beneficial ownership of such Compulsory Shares by Isolde Laukien-Kleiner; and

(u)           All Invest Shares held by Wheeler & Co. or any of its Affiliates for the benefit of Marc M. Laukien shall have been transferred to Marc M. Laukien, free and clear of any Liens, and the share register of Invest shall have been duly revised to accurately reflect the record and beneficial ownership of such Invest Shares by Marc M. Laukien.

Section 8.3             Conditions Precedent to Obligations of Invest Shareholders and Invest. The obligation of Invest Shareholders and Invest to effect the Swiss Transactions are subject to the satisfaction or waiver of the following conditions:

(a)           The representations and warranties of BRKR and Merger Sub in this Swiss Merger Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of BRKR that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of another specific date or time prior to the date hereof (which need only be true and correct as of such date or time);

(b)           All of the terms, covenants and conditions to be complied with and performed by BRKR and Merger Sub on or prior to the Closing Date shall have been complied with or performed in all material respects;

(c)           Invest Shareholders shall have received a certificate, dated as of the Closing Date, executed on behalf of BRKR by an authorized executive officer thereof, certifying in such detail as Invest Shareholders may reasonably request that the conditions specified in Section 8.3(a) and Section 8.3(b) have been fulfilled; and

(d)           BRKR shall have delivered to Invest Shareholders the Share Exchange Price in accordance with the terms of Section 2.1.

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ARTICLE IX

TERMINATION

Section 9.1             Termination. This Swiss Merger Agreement may be terminated and the Swiss Transactions may be abandoned at any time prior to the Closing:

(a)           by mutual written consent of BRKR and Invest Shareholders;

(b)           by Invest Shareholders or BRKR, if:

(i)            a Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the Parties shall use reasonable best efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the Swiss Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or

(ii)           the Closing shall not have occurred on or before June 30, 2008 (other than due principally to the failure of the Party seeking to terminate this Swiss Merger Agreement to perform any obligations under this Swiss Merger Agreement required to be performed by it at or prior to the Closing);

(iii)          the shareholder approvals of BRKR shall not have been obtained at the shareholders meeting or at any adjournment or postponement thereof; or

(iv)          the U.S. SPA or the German SPA shall have been terminated;

(c)           by BRKR, if there is a default or breach by Invest or any Invest Shareholder with respect to the due and timely performance of any of their respective covenants or agreements contained herein, or if the representations or warranties of Invest or any Invest Shareholder contained in this Swiss Merger Agreement shall have become inaccurate, in either case such that the conditions set forth in Section 8.2 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to Invest or Invest Shareholders, as applicable, specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction; or

(d)           by Invest Shareholders, if there is a default or breach by BRKR with respect to the due and timely performance of any of its covenants or agreements contained herein, or if the representations or warranties of BRKR contained in this Swiss Merger Agreement shall have become inaccurate, in either case such that the conditions set forth in Section 8.3 would not be satisfied and such breach or default or inaccuracy is not curable or, if curable, has not been cured or waived within twenty (20) calendar days after written notice to BRKR specifying, in reasonable detail, such claimed default, breach or inaccuracy and demanding its cure or satisfaction.

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Section 9.2             Procedure and Effect of Termination. In the event of termination and abandonment of the Swiss Transactions pursuant to Section 9.1, written notice thereof shall forthwith be given to the other Parties and this Swiss Merger Agreement shall terminate (subject to the provisions of this Section 9.2) and the Swiss Transactions shall be abandoned, without further action by any of the Parties. If this Swiss Merger Agreement is terminated as provided herein:

(a)           Upon the written request therefor, each Party will (i) redeliver or (ii) destroy with certification thereto in form and substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party relating to the Swiss Transactions, whether obtained before or after the execution hereof, to the party furnishing the same; provided, however, that each Party shall be entitled to retain copies of any such materials for record-keeping purposes or as required by Law; and

(b)           Subject to Section 9.1, in the event of the termination and abandonment of this Swiss Merger Agreement pursuant to Section 9.1, this Swiss Merger Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its Affiliates, directors, managers, officers or stockholders, other than the provisions of Sections 9.1, 11.1, 11.2, 11.3, 11.7, 11.8, 11.9, 11.12 and 11.16. Nothing contained in this Section 9.2 shall relieve any party from liability for any breach of this Swiss Merger Agreement.

ARTICLE X

SURVIVAL; INDEMNIFICATION

Section 10.1           Survival of Indemnification Rights. Subject to the limitations and other provisions of this Swiss Merger Agreement, the representations and warranties of Invest Shareholders in Article III and of Invest and Invest Shareholders in Article IV shall survive the Closing and remain in full force and effect until the later of the Cut-Off Date and the resolution of any claim for indemnification with respect to which any BRKR Indemnified Party has provided Invest Shareholders notice of a claim for indemnification pursuant to Section 10.3(a) prior to the Cut-Off Date; provided, however, the following representations and warranties shall survive and remain in full force and effect for the period indicated:

(a)           Section 3.8 (Ownership of the Invest Shares), Section 4.3 (Capitalization of Invest) and Section 4.4 (Capitalization of the Subsidiaries; Other Interests), ten (10) years following the Closing Date;

(b)           Section 4.17 (Environmental), Section 4.19 (Employee Benefits), Section 4.22 (Proprietary Rights) and Section 4.29 (No Misleading Statements), three (3) years following the Closing Date; and

(c)           Section 3.9 (Withholding Tax) and Section 4.21 (Taxes and Tax Returns), until sixty (60) calendar days after expiration of the applicable statute of limitations (including any extension thereof);

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and, with respect to clauses (a), (b) and (c), if a claims notice has been provided by such date, shall remain in full force and effect until final resolution thereof.

The covenants and agreements of Invest Shareholders and Invest contained in this Swiss Merger Agreement shall survive and remain in full force and effect for the applicable period specified therein, or if no such period is specified, indefinitely. The provisions of this Article X shall survive for so long as any other Section of this Swiss Merger Agreement shall survive.

Section 10.2           Indemnification Obligations. Invest Shareholders agree to jointly and severally indemnify, defend and hold harmless BRKR and any parent, Subsidiary, associate, Affiliate, director, manager, officer, stockholder, employee or agent thereof, and their respective representatives, successors and permitted assigns (all of the foregoing are collectively referred to as the “BRKR Indemnified Parties”) from and against, and pay on behalf of or reimburse such party in respect of, as and when incurred, all Losses which any such party may actually incur, suffer, sustain or become subject to or accrue, as a result of, in connection with, or relating to or by virtue of:

(a)           any inaccuracy in, or breach of, any representation or warranty made by Invest or Invest Shareholders under this Swiss Merger Agreement or any Ancillary Agreement, other than any representation or warranty in Section 4.21 (Taxes and Tax Returns), it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” or “Material Adverse Effect”) set forth therein;

(b)           any breach or nonfulfillment of any covenant or agreement on the part of Invest Shareholders or Invest in respect of pre-Closing covenants, under this Swiss Merger Agreement or any Ancillary Agreement;

(c)           any fees, expenses or other payments incurred or owed by Invest Shareholders or Invest to any agent, broker, investment banker or other firm or Person retained or employed by Invest Shareholders or Invest in connection with the Swiss Transactions;

(d)           any liability for Taxes, including withholding Taxes, arising out of or related to the payment of the Special Dividend by Invest to Invest Shareholders, but specifically excluding any liability for Taxes, including withholding Taxes, of a Subsidiary incurred by reason of its payment of any Subsidiary Dividend to Invest; or

(e)           any inaccuracy in, or breach of, any representation or warranty in Section 4.21 of this Swiss Merger Agreement, Section 4.21 of the U.S. SPA or Section 4.19 of the German SPA to the extent that the aggregate amount of all such Losses exceeds $10,000,000 (the “Tax Deductible”) (other than Losses arising from criminal activity or fraud — in each case as determined in a final, non-appealable decision by a court of competent jurisdiction — of Invest Shareholders or Invest, which Losses shall not be subject to the Tax Deductible), it being understood that such representations and warranties shall be interpreted without giving effect to any exceptions or disclosures

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made with respect thereto on the disclosure schedules to this Swiss Merger Agreement, the U.S. SPA or the German SPA; provided, however, that any Taxes of a Subsidiary attributable to the payment of a Subsidiary Dividend shall not be applied against the Tax Deductible.

Section 10.3           Indemnification Procedure.

(a)           If any BRKR Indemnified Party intends to seek indemnification pursuant to this Article X, such BRKR Indemnified Party shall promptly notify Invest Shareholders in writing. The BRKR Indemnified Party will provide Invest Shareholders with prompt notice of any third-party claim in respect of which indemnification is sought. The failure to provide either such notice will not affect any rights hereunder except to the extent Invest Shareholders are materially prejudiced thereby.

(b)           If such claim involves a claim by a Third Party against the BRKR Indemnified Parties, Invest Shareholders may, upon notice to the BRKR Indemnified Parties, assume, through counsel of Invest Shareholders’ choosing and at Invest Shareholders’ expense, the settlement or defense thereof, and the BRKR Indemnified Parties shall reasonably cooperate with Invest Shareholders in connection therewith; provided, that the BRKR Indemnified Parties may participate in such settlement or defense through counsel chosen by them; provided, further, that if the BRKR Indemnified Parties reasonably determine that representation by the counsel of Invest Shareholders and the BRKR Indemnified Parties may present such counsel with a conflict of interests, then Invest Shareholders shall pay the reasonable fees and expenses of the BRKR Indemnified Parties’ counsel. Notwithstanding anything in this Section 10.3 to the contrary, Invest Shareholders may not, without the prior written consent of the BRKR Indemnified Parties, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as Invest Shareholders are contesting any such claim in good faith, the BRKR Indemnified Parties shall not pay or settle any such claim without Invest Shareholders’ consent, such consent not to be unreasonably withheld. If Invest Shareholders are not contesting such claim in good faith, then the BRKR Indemnified Parties may conduct and control, through counsel of their own choosing and at Invest Shareholders’ expense, the settlement or defense thereof, and Invest Shareholders shall cooperate with it in connection therewith. The failure of the BRKR Indemnified Parties to participate in, conduct or control such defense shall not relieve Invest Shareholders of any obligation they may have hereunder.

(c)           Notwithstanding anything to the contrary in this Section 10.3, to the extent a claim for which indemnification is sought by BRKR Indemnified Parties relates to Taxes for a taxable period beginning on or before and ending after the Closing Date, Invest Shareholders and BRKR shall jointly control any proceeding in respect of such claim and neither party shall settle or compromise any action or consent to the entry of any judgment with respect thereto without the prior written consent of the other party, such consent not to be unreasonably withheld.

Section 10.4           Calculation of Indemnity Payments. The amount of any Loss for which indemnification is provided under this Article X shall be (a) increased to

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the extent necessary such that after payment of any net Tax cost by the BRKR Indemnified Parties with respect to the receipt or accrual of indemnity payments hereunder, as increased pursuant to this clause (a), the amount remaining shall be the amount of the indemnity payment prior to any increase pursuant to this clause (a) and (b) reduced by the amount of the net Tax benefit actually realized by the BRKR Indemnified Parties by reason of such Loss (as an illustrative example, clause (b) takes into account on a present value basis any net Tax benefit actually realized by the BRKR Indemnified Party by reason of the indemnified Loss in a Tax jurisdiction or Tax year other than the jurisdiction or year in which such Loss arose).

Section 10.5           Indemnification Amounts.

(a)           Notwithstanding any provision to the contrary contained in this Swiss Merger Agreement, Invest Shareholders shall not be obligated to indemnify the BRKR Indemnified Parties for any Losses pursuant to this Article X to the extent they are a result of any claim made pursuant to Section 10.2(a) unless and until the dollar amount of all Losses in the aggregate from claims made pursuant to Section 10.2(a), Section 9.2(a) of the U.S. SPA and Section 9.2(a) of the German SPA exceed $3,250,000, in which case Invest Shareholders will be obligated to indemnify the BRKR Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 10.5; provided, however, that in no event shall the aggregate indemnification obligations of Invest Shareholders pursuant to Sections 10.2(a), (b) or (c) of this Swiss Merger Agreement, Sections 9.2(a), (b) or (c) of the U.S. SPA, and Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the BRKR Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Invest Shareholders or Invest or (ii) Section 3.8 (Ownership of the Invest Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of Invest), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 10.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Invest Shares) and Section 3.9 (Withholding Tax), the liability of any Invest Shareholder beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Invest Shareholder shall have any liability under this Article X or otherwise under this Swiss Merger Agreement in excess of the amount set forth opposite such Invest Shareholder’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5 to the U.S. SPA.

(b)           For the purpose of calculating the amount of any Loss for which a BRKR Indemnified Party is entitled to indemnification under this Swiss Merger Agreement, the amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the BRKR Indemnified Parties in pursuing any insurance proceeds or

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indemnity, contribution or other similar payment from any insurer or other third party under this Article X shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a BRKR Indemnified Party is paid by Invest Shareholders for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such BRKR Indemnified Party shall assign, to the extent legally permissible, all such claims to Invest Shareholders for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the amount of such Loss, from such insurance claim or Third Party claim to Invest Shareholders.

(c)           BRKR shall be entitled to recover Losses from the Indemnity Escrow; provided, however, that the recovery is not limited to the amount in the Indemnity Escrow.

Section 10.6           Exclusive Remedy. BRKR acknowledges and agrees that the indemnification provisions of this Article X shall be the sole and exclusive remedies of BRKR against Invest Shareholders and Invest for any breach by Invest Shareholders or Invest of the representations and warranties in this Swiss Merger Agreement, for any failure by Invest Shareholders or Invest to perform and comply with any covenants and agreements in this Swiss Merger Agreement that are required to be complied with or performed prior to the Closing and for any failure by Invest Shareholders or Invest to perform and comply with any covenants and agreements in this Swiss Merger Agreement, except that if any of the provisions of this Swiss Merger Agreement are not performed in accordance with their terms or are otherwise breached, BRKR shall be entitled to specific performance of the terms thereof in addition to any other remedy at law or equity. Notwithstanding anything contained in this Swiss Merger Agreement to the contrary, BRKR shall retain the right to receive damages or other relief (including equitable relief) against Invest or Invest Shareholders as a result of any criminal activity or fraudulent action (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) by Invest or Invest Shareholders without regard to any restriction or limitation contained herein. The indemnification obligations contained in this Article X are obligations of Invest Shareholders and not of Invest.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1           Notices. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this Swiss Merger Agreement, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one (1) Business Day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

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(a)	If to BRKR or Merger Sub, to:
	Bruker BioSciences Corporation
	40 Manning Road
	Billerica, MA 01821
	Facsimile:  978-667-2917
	Attention:  Bill Knight
	with a copy to:
	Dewey & LeBoeuf LLP
	1301 Avenue of the Americas
	New York, NY 10019
	Facsimile:  212-259-6333
	Attention:	Frederick W. Kanner, Esq.
		Bryan J. Luchs, Esq.
(b)	If to Invest Shareholders, to:
	Joerg C. Laukien
	Markgrafenstrasse 34
	76530 Baden-Baden
	Germany
	Facsimile: +49 721 5161-287
	with a copy to:
	Bernhard Wangler
	Kriegsstr. 133
	76135 Karlsruhe
	Germany
	Facsimile: +49 721 985 5950
(c)	If to Invest to:
	Bruker BioSpin Invest AG
	Aegeristrasse 52
	CH-6300 Zug
	Facsimile: +41 (0) 44-283-8787
	Attention:  Dr. Daniel Sauter

or to such other address or addresses as any such party may from time to time designate as to itself by like notice.

Section 11.2           Expenses. Except as otherwise expressly provided herein, each Party will pay any expenses incurred by it incident to this Swiss Merger Agreement and in preparing to consummate and consummating the Swiss Transactions provided for herein; provided, however, that with respect to any fees relating to the HSR Act or any

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requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Swiss Transactions under any corresponding requirements of the European Commission and/or the European Union member states agencies or competition regulatory authorities in other jurisdictions, BRKR shall be responsible for 100% of the fees for its filing and Invest shall be responsible for 100% of the fees for any filing made by Invest or any of Invest Shareholders.

Section 11.3           Successors and Assigns. No Party may assign any of its rights under this Swiss Merger Agreement without the prior written consent of the other Parties. Subject to the preceding sentence, this Swiss Merger Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Notwithstanding anything to the contrary in this Section 11.3, upon written notice to Invest Shareholders, BRKR shall be permitted to assign this Swiss Merger Agreement and the rights and obligations under it to a wholly owned, direct or indirect Subsidiary of BRKR; provided that, in the event of any such assignment, BRKR shall remain liable in full for the performance of its obligations hereunder. Nothing expressed or referred to in this Swiss Merger Agreement will be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Swiss Merger Agreement or any provision of this Swiss Merger Agreement. This Swiss Merger Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Swiss Merger Agreement and their successors and assigns.

Section 11.4           Extension; Waiver. Either Party may, by written notice to the other Party (a) extend the time for performance of any of the obligations of the other Party under this Swiss Merger Agreement, (b) waive any inaccuracies in the representations or warranties of the other Party contained in this Swiss Merger Agreement, (c) waive compliance with any of the conditions or covenants of the other Party contained in this Swiss Merger Agreement or (d) waive or modify performance of any of the obligations of the other Party under this Swiss Merger Agreement; provided, that no Party may, without the prior written consent of the other Party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action taken pursuant to this Swiss Merger Agreement will be deemed to constitute a waiver of compliance with any representations, warranties, conditions or covenants contained in this Swiss Merger Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.

Section 11.5           Entire Agreement; Schedules. This Swiss Merger Agreement, the U.S. SPA and the German SPA, which includes the schedules and exhibits hereto and thereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated by this Swiss Merger Agreement and such other agreements and constitutes the entire agreement by and among the Parties relating to these matters.

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Section 11.6           Amendments, Supplements, Etc. This Swiss Merger Agreement may be amended or supplemented at any time by additional written agreements as may mutually be determined by Invest, BRKR, Merger Sub and Invest Shareholders to be necessary, desirable or expedient to further the purposes of this Swiss Merger Agreement or to clarify the intention of the Parties.

Section 11.7           Applicable Law. This Swiss Merger Agreement shall be governed by and construed under the Laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Swiss Merger Agreement or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in the United States District Court for the Eastern District of Massachusetts or if such legal action or proceeding may not be brought in such court for jurisdictional purposes, in the Superior Court of Massachusetts. Each of the Parties hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Swiss Merger Agreement or any Swiss Transaction contemplated hereby and waives the defense of sovereign immunity, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or that such action is brought in an inconvenient forum and (c) agrees that it shall not bring any action relating to this Swiss Merger Agreement or any Swiss Transaction contemplated hereby in any court other than any Massachusetts state or federal court sitting in Boston, Massachusetts.

Section 11.8           Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Swiss Merger Agreement or the Swiss Transactions. Each of the Parties hereby (a) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Swiss Merger Agreement and the Swiss Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.8.

Section 11.9           Actions by Invest Shareholders. Where any provision of this Swiss Merger Agreement indicates that Invest will take any specified action (or refrain from taking any specified action) or requires Invest to take any specified action (or to refrain from taking any specified action), then, regardless of whether this Swiss Merger Agreement specifically provides that Invest Shareholders will do so, Invest Shareholders shall cause Invest to take such action (or to refrain from taking such action, as applicable). Invest Shareholders will be responsible for the failure of Invest to take any such action (or to refrain from taking any such action, as applicable).

Section 11.10         Execution in Counterparts. This Swiss Merger Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

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Section 11.11         Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Swiss Merger Agreement.

Section 11.12         Invalid Provisions. If any provision of this Swiss Merger Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations under this Swiss Merger Agreement of Invest Shareholders on the one hand and BRKR on the other hand will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Swiss Merger Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Swiss Merger Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Swiss Merger Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Swiss Merger Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 11.13         Publicity. The Parties agree that except as otherwise required by applicable Law or the rules and regulations of any national securities exchange, no Party shall issue any press release or otherwise make any public statement with respect to the Swiss Transactions or the Ancillary Agreements without prior consultation with and consent of BRKR and Invest Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. A mutually agreed press release is attached hereto as Exhibit A.

Section 11.14         Specific Performance. The Parties agree that if any of the provisions of this Swiss Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 11.15         Construction.

(a)           Whenever the words “include,” “includes,” or “including” are used in this Swiss Merger Agreement, they shall be deemed to be followed by the words “without limitation.”

(b)           All terms defined in this Swiss Merger Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in this Swiss Merger Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to a Person are also to its permitted successors and assigns.

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(c)           Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein.

(d)           All article, section, paragraph, schedule and exhibit references used in this Swiss Merger Agreement are to articles, sections, paragraphs, schedules and exhibits to this Swiss Merger Agreement unless otherwise specified.

(e)           The Parties acknowledge that each Party and its attorney has reviewed this Swiss Merger Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Swiss Merger Agreement.

Section 11.16         Actions by BRKR. Any decision by BRKR relating to a dispute or a potential dispute between BRKR and Invest Shareholders shall be subject to the approval of the Audit Committee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

BRUKER BIOSCIENCES CORPORATION (as acquiror)
By:	/s/ Frank H. Laukien, Ph.D.
	Name: Frank H. Laukien, Ph.D.
	Title:   Chief Executive Officer and President
BRUKER BIOSPIN INVEST AG
By:	/s/ Dr. Daniel Sauter
	Name: Dr. Daniel Sauter
	Title:   Director
DIRK D. LAUKIEN
/s/ Dirk D. Laukien, Ph.D
FRANK H. LAUKIEN
/s/ Frank H. Laukien, Ph.D.
ISOLDE LAUKIEN-KLEINER
/s/ Isolde Laukien-Kleiner
JOERG C. LAUKIEN
/s/ Joerg C. Laukien
MARC M. LAUKIEN
/s/ Marc M. Laukien
ROBYN L. LAUKIEN
/s/ Robyn L. Laukein

BRUKER BIOSPIN BETEILIGUNGS AG
By:	/s/ Dr. Christoph Straub
	Name: Dr. Christoph Straub
	Title:   Member of Board of Directors

EX-10.1

Exhibit 10.1

COMPENSATION AND INDEMNIFICATION AGREEMENT

This COMPENSATION AND INDEMNIFICATION AGREEMENT is made as of this 2nd day of December, 2007 (this “Agreement”) by and among Bruker BioSciences Corporation, a Delaware corporation (the “Corporation”), and each of William A. Linton, Collin D’Silva and Richard D. Kniss (each, a “Director” and collectively, the “Directors”).

WHEREAS, the Corporation’s Board of Directors (the “Board of Directors”), at a meeting held on August 1, 2007, appointed the Directors as members of a Special Committee of the Board of Directors of the Corporation (the “Special Committee”) to consider, evaluate, investigate, negotiate the terms and conditions of, recommend to the entire Board of Directors if it considers it in the best interests of the stockholders of the Corporation unaffiliated with the Laukien family to do so, and reject it if it considers it in the best interests of the stockholders to do so, an acquisition by the Corporation of Bruker BioSpin Inc., a Delaware corporation, Bruker BioSpin Invest AG, a Swiss corporation, Bruker Physik GmbH, a German limited liability company and Techneon AG, a Swiss corporation (the “Transaction”), and to make such reports to the entire Board of Directors at such times and in such manner as the Special Committee considers appropriate with respect to such possible transaction;

WHEREAS, in order to induce the Directors to serve on the Special Committee and to accept the additional duties, responsibilities and burdens of such service, the Corporation wishes to provide them with the compensation and indemnification arrangements set forth herein; and

WHEREAS, the Directors are willing to serve and continue to serve on the Special Committee on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto do hereby agree as follows:

Section 1.               Service on the Special Committee. Each Director hereby agrees to serve as a member of the Special Committee on the terms provided for herein so long as such appointment by the Board shall remain in effect. Each Director may, however, resign from such position at any time and for any reason. The Corporation’s obligation to indemnify each such Director as set forth in this Agreement shall continue in full force and effect notwithstanding any such termination of appointment or resignation.

Section 2.               Compensation and Expense Reimbursement. In return for his services as a member of the Special Committee, each Director shall be entitled to receive from the Corporation compensation in the amount of $80,000 ($100,000 in the case of Mr. Linton, Chairman of the Special Committee). In addition, each Director shall be reimbursed by the Corporation for his reasonable out-of-pocket travel and other expenses incurred in connection with his service on the Special Committee.

Section 3.            General Indemnification.

(a)           Article 10 of the Corporation’s By-Laws currently provides members of the Board of Directors with the following general right to indemnification:

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)           The Corporation hereby confirms that the rights conferred upon the members of its Board of Directors pursuant to Article 10 of its By-Laws are fully applicable to the Directors in their capacity as members of the Special Committee. Any subsequent amendment to such By-Laws which is intended to diminish, or has the effect of diminishing, the rights of directors to indemnification shall not be applicable to the Directors for their service on the Special Committee, whether such service was rendered before or after the adoption of such amendment.

(c)           The Corporation hereby agrees to indemnify and hold harmless (including, without limitation, by advancement of expenses) each Director with respect to his service on, and any matter or transaction considered by, the Special Committee to the fullest extent authorized or permitted by law.

(d)           In addition to (but not in duplication of) the general right to indemnification set forth in Article 10 of its By-Laws and this Section 3, and any other rights to indemnification to which the Directors are entitled under applicable law or otherwise, the Corporation hereby agrees to provide each Director with respect to his service on, and any matter or transaction considered by, the Special Committee the specific rights to indemnification set forth in Section 4 through Section 11 of this Agreement.

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Section 4.            Indemnification for a Proceeding, etc.

(a)           Proceedings Other Than Proceedings by or in the Right of the Corporation. Each Director shall be entitled to the rights of indemnification provided in this Section 4(a) if, by reason of his status as a person who is or was a member of the Special Committee or was otherwise a director of the Company (“Corporate Status”), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 4(a), each Director shall be indemnified against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. For purposes of this Agreement, “fines” shall include, without limitation, excise taxes assessed against the Director with respect to an employee benefit plan.

(b)           Proceedings by or in the Right of the Corporation. Each Director shall be entitled to the rights of indemnification provided in this Section 4(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section 4(b), each Director shall be indemnified against all expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that, if applicable law so provides, no indemnification against such expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such Director shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c)           Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that a Director is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all expenses actually and reasonably incurred by him or on his behalf in connection therewith. If a Director is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more, but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify such Director against all expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d)           Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 4(a)-(c), the Corporation shall

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and hereby does indemnify and hold harmless each Director against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status he is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Corporation). The only limitation that shall exist upon the Corporation’s obligations pursuant to this Agreement shall be that the Corporation shall not be obligated to make any payment to a Director that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6, 7 and 8 hereof) to be unlawful under Delaware law.

(e)           Contribution in the Event of Joint Liability.

(i)    Whether or not the indemnification provided in Section 4(a)-(d) hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Corporation is jointly liable with any Director (or would be if joined in such action, suit or proceeding), Corporation shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring such Director to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against such Director. The Corporation shall not enter into any settlement of any action, suit or proceeding in which the Corporation is jointly liable with a Director (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against such Director.

(ii)   Without diminishing or impairing the obligations of the Corporation set forth in the preceding subparagraph, if, for any reason, a Director shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which Corporation is jointly liable with such Director (or would be if joined in such action, suit or proceeding), the Corporation shall contribute to the amount of expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by such Director in proportion to the relative benefits received by the Corporation and all officers, directors or employees of the Corporation other than such Director who are jointly liable with him (or would be if joined in such action, suit or proceeding), on the one hand, and the Director, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Corporation and all officers, directors or employees of the Corporation other than such Director who are jointly liable with the Director (or would be if joined in such action, suit or proceeding), on the one hand, and the Director, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the law may require to be considered. The relative fault of the Corporation and all officers, directors or employees of the Corporation other than the Director who are jointly liable with him (or would be if joined in such action, suit or proceeding), on the one hand, and the Director, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit

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or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(iii)  The Corporation hereby agrees to fully indemnify and hold each Director harmless from any claims of contribution which may be brought by officers, directors or employees of the Corporation who may be jointly liable with such Director.

Section 5.               Advancement of Expenses and Costs. If a Director is made or threatened to be made a party to a Proceeding, the Director is entitled, upon written request to the Corporation, to payment or reimbursement by the Corporation, within ten (10) days of receipt of the request, of all reasonable expenses, including, without limitation, attorneys’ fees and disbursements, incurred by the Director, whether prior to or after the final disposition of the Proceeding. Such request shall reasonably evidence the expenses incurred by the Director and shall include or be preceded or accompanied by an undertaking by or on behalf of such Director to repay any expenses advanced if it shall ultimately be determined that such Director is not entitled to such expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and shall be accepted without reference to financial ability to make the repayment. A Director’s entitlement to such expenses shall include those incurred in connection with any Proceeding by such Director seeking an adjudication pursuant to this Agreement.

Section 6.               Determination of Entitlement to Indemnification or Advances. It is the intent of this Agreement to secure for each Director rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether a Director is entitled to indemnification under this Agreement:

(a)           To obtain indemnification (including, without limitation, the advancement of expenses and contribution by the Corporation) under this Agreement, a Director shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to such Director and is reasonably necessary to determine whether and to what extent a Director is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such Director has requested indemnification.

(b)           Upon written request by a Director for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to a Director’s entitlement thereto shall be made in the specific case by one of the following three methods, which shall be at the election of such Director:  (i) by a majority vote of the Disinterested Directors, even though less than a quorum, or (ii) by Independent Legal Counsel in a written opinion or (iii) by the stockholders.

(c)           If the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b) hereof, the Independent Legal

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Counsel shall be selected as provided in this Section 6(c). The Corporation and its Board of Directors agree that, in the event of an election to use an Independent Legal Counsel under Section 6(b), that such election shall, by virtue of, among other things, their approval of this Agreement, be deemed at the direction of the directors of the Corporation. The Independent Legal Counsel shall be selected by the Director (unless such Director shall request that such selection be made by the Board of Directors). Such Director or the Corporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation or to the Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 16(b) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by a Director of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or the Director may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or such Director to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 6(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to Section 6(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Legal Counsel was selected or appointed.

(d)           The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which a Director is a party is resolved in any manner other than by adverse judgment against such Director (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed (unless there is a preponderance of competent evidence to the contrary) that such Director has been successful on the merits or otherwise in such action, suit or proceeding.

(e)           Each Director shall reasonably cooperate with the person, persons or entity making such determination with respect to such Director’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to such Director and

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reasonably necessary to such determination. Any Independent Legal Counsel, member of the Board of Directors, or stockholder of the Corporation shall act reasonably and in good faith in making a determination under the Agreement of a Director’s entitlement to indemnification. Any costs or expenses (including, without limitation, attorneys’ fees and disbursements) incurred by a Director in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to such Director’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold each Director harmless therefrom.

Section 7.               Presumptions and Effect of Certain Proceedings. In making a determination with respect to entitlement or indemnification hereunder, the persons or entity making such determination shall presume (unless there is clear and convincing evidence to the contrary) that a Director is entitled to indemnification under this Agreement if such Director has submitted a request for indemnification in accordance with this Agreement. If the person(s) so empowered to make such determination shall have failed to make the requested determination within sixty (60) days after receipt by the Corporation of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and such Director shall be absolutely entitled to such indemnification absent actual and material fraud. A Director shall be deemed to have acted in good faith if such Director’s action is based on the records or books of account of the Corporation, including, without limitation, financial statements, or on information supplied to such Director by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or the Special Committee or on information or records given or reports made to the Corporation or the Special Committee by an independent certified public accountant, by a financial advisor or by an appraiser or other expert selected with reasonable care by the Corporation or the Special Committee. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation shall not be imputed to a Director for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 7 are satisfied, it shall in any event be presumed (unless there is clear and convincing evidence to the contrary) that each Director has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Neither the failure of the Company (including by its directors or Independent Legal Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because a Director has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Legal Counsel) that such Director has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that such Director has not met the applicable standard of conduct. The termination of a  Proceeding described in Section 4 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) establish that the Director does not meet the criteria for entitlement to indemnification set forth in Section 4 hereof or (b) otherwise adversely affect the rights of such Director to indemnification except as may be provided herein. The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the

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Corporation shall not be imputed to a Director for purposes of determining the right to indemnification under this Agreement.

Section 8.               Remedies of Director in Cases of Determination not to Indemnify or to Advance Expenses. In the event that (a) a determination is made that a Director is not entitled to indemnification hereunder, (b) advancement of expenses is not timely made pursuant to Section 5 hereof, (c) no determination of entitlement to indemnification shall have been made pursuant to Section 6 hereof within ninety (90) days after receipt by the Corporation of the request for indemnification, (d) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Corporation of a written request therefor or (e) payment of indemnification is not made within ten (10) days following a determination of entitlement to indemnification pursuant to Section 6 and Section 7 hereof, such Director shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of his entitlement to such indemnification or advance. Such judicial proceeding shall be made de novo and such Director shall not be prejudiced by reason of a determination (if so made) that he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 or Section 7 hereof that a Director is entitled to indemnification, the Corporation shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that a Director is entitled to any indemnification hereunder, the Corporation shall pay all reasonable expenses (including attorneys’ fees) and costs actually incurred by such Director in connection with such adjudication (including, without limitation, any appellate proceedings). If a director commences a judicial proceeding or arbitration pursuant to this Section 8, such Director shall not be required to reimburse the Corporation for any advances pursuant to Section 5 hereof until a final determination is made with respect to such Director’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Corporation shall indemnify and hold harmless each Director to the fullest extent permitted by law against all expenses and, if requested by such Director, shall (within ten (10) days after the Corporation’s receipt of such written request) advance such expenses to such Director, which are incurred by the Director in connection with any judicial proceeding or arbitration brought by the Director (a) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Corporation’s Certificate of Incorporation or By-Laws now or hereafter in effect or (b) for recovery or advances under any insurance policy maintained by any person for the benefit of the Director, regardless of whether the Director ultimately is determined to be entitled to such indemnification, advance, contribution or insurance recovery, as the case may be. Interest shall be paid by the Corporation to a Director at the legal rate under Delaware law for amounts which the Corporation indemnifies or is obliged to indemnify for the period commencing with the date on which Indemnitee requests indemnification (or reimbursement or advancement

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of any expenses) and ending with the date on which such payment is made to the Director by the Corporation.

Section 9.               Reimbursement for Expenses of Witness. To the extent that a Director has served as a witness in any Proceeding at a time when such Director has not been made a party to the Proceeding, the Corporation shall reimburse such Director for all expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 10.             Other Rights of Indemnification and Insurance.

(a)           The indemnification and advancement of expenses (including, without limitation, attorneys’ fees) and costs provided by this Agreement shall not be deemed exclusive of any other rights to which any Director may now or in the future be entitled under any agreement, provision of the By-Laws, or provision of the Articles of Incorporation, vote of stockholders or Disinterested Directors of the Corporation, provision of law or otherwise.

(b)           To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees or agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, including, without limitation, the Directors and Officers Liability Insurance Policies, each dated August 25, 2007, issued to the Corporation by National Union Fire Insurance Company of Pittsburg, Pa. and the Federal Insurance Company (collectively, the “Current D&O Policy”) each Director shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. The Corporation hereby covenants and agrees to maintain the Current D&O Policy on terms and subject to conditions at least as favorable to the Directors as the terms and conditions that exist as of the date of this Agreement. In the event that, notwithstanding the foregoing, the Current D&O Policy is no longer in full force and effect or is otherwise unavailable, the Corporation shall obtain and maintain a policy or policies of insurance providing liability insurance for the Directors on terms and subject to conditions not materially different from, and in no way less favorable to the Directors than, the Current D&O Policy; provided that the Corporation shall not be required to pay an aggregate premium for such insurance coverage in excess of 200% of the amount of the premium for the Current D&O Policy on the date of this Agreement, but shall, in such case, purchase as much coverage as possible for such amount.

Section 11.          Attorneys’ Fees and Other Expenses to Enforce Agreement. In the event that a Director is subject to or intervenes in any  Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, such Director, if he prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against, any actual expenses for attorneys’ fees and disbursements reasonably incurred by him.

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Section 12.          Duration of Agreement. This Agreement shall continue until and terminate upon the later of:  (a) ten (10) years after a Director has completed his service as a member of the Special Committee or (b) the final termination of all pending or threatened actions, suits, Proceedings or investigations with respect to the Special Committee. This Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of each Director and his spouse, assigns, heirs, devisees, executors, administrators or other legal representatives.

Section 13.          Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or rceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 14.          Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 15.          Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 16.          Definitions. For purposes of this Agreement:

(a)           “Disinterested Directors” shall mean a director of the Corporation who is not a member of the Special Committee and who is not at the time a party to the Proceeding in respect of which indemnification is being sought by a Director.

(b)           “Independent Legal Counsel” means a law firm or a member of a law firm that is experienced in matters of corporation law and who has not represented the Corporation or related organization, or a director, officer, member of a committee of the board or employee, whose indemnification is in issue. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or any Director in an action to determine such Director’s right to indemnification under this Agreement. The Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

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(c)           “Proceeding” means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including, without limitation, a proceeding by or in the right of the Corporation.

Section 17.          Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 18.          Notice by Director. Each Director agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, either civil, criminal or investigative.

Section 19.          Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a)If to Mr. Linton, to:

c/o Bruker BioSciences Corporation

40 Manning Road

Billerica, Massachusetts 01821

with a copy to:

Frederick W. Kanner, Esq.

Bryan J. Luchs, Esq.

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

(b)If to Mr. D’Silva, to:

c/o Bruker BioSciences Corporation

40 Manning Road

Billerica, Massachusetts 01821

with a copy to:

Frederick W. Kanner, Esq.

Bryan J. Luchs, Esq.

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Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

(c)If to Mr. Kniss, to:

c/o Bruker BioSciences Corporation

40 Manning Road

Billerica, Massachusetts 01821

with a copy to:

Frederick W. Kanner, Esq.

Bryan J. Luchs, Esq.

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

(d)If to the Corporation, to:

Richard M. Stein, Esq.

Nixon Peabody LLP

101 Federal Street

Boston, Massachusetts  02110

or to such other address as may have been furnished to the Directors by the Corporation or to the Corporation by a Director, as the case may be.

Section 20.          Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	BRUKER BIOSCIENCES CORPORATION
	By:	/s/ William J. Knight
		Name: William J. Knight
		Title: Chief Financial Officer
/s/ WILLIAM A. LINTON
William A. Linton
/s/ COLLIN D’ SILVA
Collin D’Silva
/s/ RICHARD D. KNISS
Richard D. Kniss

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EX-99.1

EXHIBIT 99.1

Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock

Combined Company Will Be a Leading Provider of High-Performance Scientific Instrumentation and Analytical Solutions for Life Science and Materials Research, for Applied and Industrial Markets, and for Homeland Security Detection

BILLERICA, Massachusetts – December 3, 2007 – Bruker BioSciences Corporation (NASDAQ: BRKR) announced today that it has entered into definitive agreements to acquire the companies of the privately held Bruker BioSpin group for $388 million in cash and for 57.5 million in Bruker BioSciences shares, valued at $526 million at the November 28, 2007 trailing 10 trading day average closing price of $9.14 per BRKR share. The transaction is subject to Bruker BioSciences shareholder approval, customary regulatory approvals and financing, and is expected to close in early 2008.

The acquisition agreements were signed following the unanimous approval by a Special Committee of independent directors, as well as by all independent directors of the Board of Directors of Bruker BioSciences, with the non-independent Bruker BioSciences directors recusing themselves from the Board vote. The transaction is subject to approval by a majority of shareholders of Bruker BioSciences, as well as by a majority of the Bruker BioSciences shareholders not affiliated with the Laukien family who vote on the transaction.

Excluding transaction fees, the acquisition is expected to be highly accretive for Bruker BioSciences, and should significantly improve its operating margin and cash flow profile. As an illustration, including the Bruker BioSciences shares to be issued in connection with this acquisition, and including estimated interest expense that would have been incurred on the acquisition related debt, the pro forma EPS for the combined companies in 2006 and for the nine months ended September 30, 2007 would have increased by more than 50%, when compared to the actual EPS of Bruker BioSciences as a stand-alone company during these periods. The combination is also expected to generate both additional revenue-related synergies through cross-selling opportunities and integrated solutions development, as well as modest cost and expense synergies through better sourcing efficiencies and shared administrative functions.

Bill Linton, the Lead Director of Bruker BioSciences and chairman of its Special Committee of independent directors, commented on the transaction: “While both Bruker BioSciences and Bruker BioSpin are well established and successful companies on their own, the combined company will considerably increase and diversify its market presence, technology base, product lines, global distribution and customer support capabilities. The Special Committee believes that this acquisition is compelling from both a strategic and a financial perspective, and is a very positive development for Bruker BioSciences and all of its stockholders.”

Frank Laukien, President and CEO of Bruker BioSciences, stated: “This business combination will enable us to better leverage the Bruker brand and to increase our

capabilities even further in many of the markets and geographies that we serve. We expect that a combined single public Bruker company will be beneficial to our customers, employees and suppliers, and will be advantageous to all Bruker BioSciences shareholders through significantly improved operating margins, net income margins, EPS and cash flows.”

The Resulting Combined Company

After the closing of this acquisition, Bruker BioSpin will join the existing Bruker BioSciences operating companies Bruker AXS, Bruker Daltonics and Bruker Optics.

Bruker BioSpin designs, manufactures and distributes enabling life science and analytical research systems based on magnetic resonance core technology. Bruker BioSpin’s technology platforms include nuclear magnetic resonance (NMR), electron paramagnetic resonance (EPR), research MRI (magnetic resonance imaging), as well as superconducting magnets and superconducting wire. Bruker BioSpin is the worldwide technology and market leader in NMR, EPR and pre-clinical MRI, as well as in related superconducting magnet technology. For more information, please visit www.bruker-biospin.com

The new combined company, consisting of Bruker BioSciences and the Bruker BioSpin group, is expected to be renamed Bruker Corporation (NASDAQ: BRKR)  and will have expected 2007 pro forma revenue in excess of $900 million, and over 3,700 employees serving its customers worldwide. Pro forma combined financials of Bruker BioSciences and the Bruker BioSpin group as of September 30, 2007 will be filed as part of the planned proxy statement described below.

This combination brings together a broad range of magnetic resonance, mass spectrometry, x-ray analysis, elemental analysis and molecular spectroscopy platforms, as well as superconducting magnet and wire technology. The combined single Bruker company will be in a position to provide a unique combination of complementary high-performance scientific instruments and solutions for molecular and materials research, as well as for industrial and applied analysis, including:

•organic and inorganic chemistry, including metabolomics;

•expression proteomics and structural biology;

•pharmaceutical/biotech drug discovery and development;

•biomarker discovery, clinical proteomics and molecular diagnostics research;

•molecular imaging research in pathology and oncology;

•microorganism identification and infectious disease research;

•advanced materials research and nanotechnology;

•pharmaceutical process analysis technology and ‘pharma forensics’;

•applied food, beverage and agricultural analysis;

•advanced materials research and materials process analysis in the semiconductor, automotive, aerospace, energy, cement, metals, ceramics, polymers and raw materials industries;

•forensic analysis and toxicology;

•art, museum and conservation markets; and

•chemical, biological and nuclear detection for homeland security and defense.

Overview of the Bruker BioSpin Group

Bruker BioSpin’s NMR, EPR and MRI analytical and life-science products and solutions are utilized broadly in a variety of applications, including:

•pharmaceutical/biotech drug discovery and development;

•chemistry and molecular biology basic research, including structural biology

•NMR metabolic profiling and fingerprinting;

•MRI morphological and molecular imaging in non-invasive animal research; and

•food, beverage and agricultural products analysis to ensure their content, origin, authenticity and safety.

Bruker BioSpin also develops and manufactures bench-top time-domain (TD) NMR analyzers, which are already being distributed globally into applied markets via Bruker Optics, an operating company of Bruker BioSciences.

Bruker BioSpin’s superconducting wire technologies and products are developed and manufactured at European Advanced Superconductor GmbH & Co. KG (EAS) as well as at European High-Temperature Superconductor GmbH & Co. KG (EHTS), both located near Frankfurt, Germany. They consist of:

•advanced low-temperature superconducting wires for clinical MRI magnets, NMR magnets, FTMS magnets, as well as for magnets used in major accelerators or international research facilities, such as the ITER nuclear fusion project; and

•high-temperature superconductors (HTS) with applications in next-generation magnet technologies, energy storage and power-grid stabilization, as well as advanced HTS industrial motors and generators.

The Bruker BioSpin group has its primary research and manufacturing facilities in Germany, France, Switzerland and the United States, as well as numerous sales, applications and customer support offices around the world. During the full year ended December 31, 2006, the combined Bruker BioSpin group recorded:

•total revenue of $447.0 million,

•operating income of $76.7 million,

•net income of $56.6 million, and

•cash from operations of $45.1 million.

During the nine months ended September 30, 2007, the combined Bruker BioSpin group recorded:

•total revenue of $351.9 million,

•operating income of $48.9 million,

•net income of $43.5 million, and

•cash from operations of $43.0 million.

After the completion of this transaction, Bruker Corporation intends to open up its Superconducting Wire Business to additional outside strategic and financial investors in order to accelerate the development and growth of its HTS wire business in applications outside of Bruker’s traditional scientific analysis instrumentation markets.

Deal Structure and Schedule

Bruker BioSciences will acquire Bruker BioSpin, which consists of a group of companies, for an aggregate purchase price of $914 million. Pursuant to the acquisition agreements, Bruker BioSciences will directly acquire the U.S. and German companies in the Bruker BioSpin group for $388 million in cash. Bruker BioSciences will also acquire the Swiss Bruker BioSpin holding company, as well as its Swiss and international subsidiaries, for 57,544,872 Bruker BioSciences shares, valued at $526 million at the November 28, 2007 trailing 10 trading day average closing price of $9.14 per share.

Prior to the end of 2007, the Swiss Bruker BioSpin holding company will pay a pre-transaction cash dividend of 75 million Swiss Francs (approximately $67.8 million at the average exchange rate of the trailing 10 trading days ending Nov. 28, 2007) to its present shareholders from earnings previously accumulated in the Bruker BioSpin group, independent of this transaction. As of September 30, 2007, and prior to paying this pre-transaction dividend, the Bruker BioSpin group had cash and cash equivalents totaling $268.8 million.

The $388 million cash component of the $914 million purchase price will be funded by approximately $47 million of existing cash, and by approximately $341 million drawn from a planned $380 million senior credit facility, underwritten by joint lead arrangers JP Morgan Securities Inc. and Citi Markets and Banking. This five-year global senior credit facility is expected to be syndicated to a consortium of U.S., German and Swiss major commercial banks, with many of which the Bruker group has enjoyed close banking relationships for many years. The senior credit facility is expected to consist of a $150 million term loan and a revolving credit facility of up to $230 million that will permit borrowing in US dollars, Euros and Swiss Francs. The total debt leverage of the combined Bruker company is expected to be at 2.4x EBITDA at closing.

Six members of the Laukien family, who presently own approximately 52% of Bruker BioSciences Corporation on an undiluted basis, also own 100% of the stock of the Bruker BioSpin group, and are expected to own approximately 69% of the combined Bruker Corporation after the closing. This acquisition therefore is a related-party transaction. Pursuant to the acquisition agreements, the transaction is subject to the approval of both a

majority of Bruker BioSciences stockholders, and a majority of the non-affiliated BRKR stockholders who vote on the transaction. A Bruker BioSciences shareholder meeting is planned for the first quarter of 2008. The acquisition agreements were already approved by all of the shareholders and the Boards of Directors of the companies of the Bruker BioSpin group, which are being acquired in this transaction.

In addition to the acquisition agreements, the Laukien stockholders of Bruker BioSpin have concluded cash-stock exchange agreements amongst themselves, which at the time of the closing (or within one year thereafter) will result in individualized combinations of cash and BRKR stock received as consideration for their Bruker BioSpin ownership. Details will be provided in the Bruker BioSciences proxy statement described below. As a result, and after giving effect to all of these agreements, Bruker BioSciences’ President and CEO Frank Laukien has agreed to accept at least 80% BRKR stock and the remainder in cash as consideration for his approximately 17.7% ownership of the Bruker BioSpin group.

From a US GAAP accounting perspective, this transaction will be accounted for as an acquisition of businesses under common control due to the majority ownership position of the Laukien family in both companies. As a result, all one-time transaction costs will be expensed in the period they are incurred, rather than being added to goodwill. In addition, upon the closing of the transaction, all historical consolidated balance sheets, statements of operations, statements of cash flows and notes to the consolidated financial statements in future filings with the Securities and Exchange Commission will be restated by combining the historical consolidated financial statements of Bruker BioSciences with those of the Bruker BioSpin group.

As part of the acquisition agreements, the Board of Directors of Bruker BioSciences will, subject to stockholder approval, be expanded to add two directors, namely Dr. Dirk Laukien, President of Bruker Optics and a present Bruker BioSpin shareholder, and Dr. Tony Keller, currently Executive Chairman, and former long-term Co-CEO, of the Bruker BioSpin group.

The Special Committee of the Board of Directors of Bruker BioSciences was advised on this transaction by its financial advisor, Bear, Stearns & Co. Inc., and has received an opinion from Bear Stearns that the consideration to be paid by Bruker BioSciences is fair, from a financial point of view, to the non-affiliated stockholders of Bruker BioSciences. The Special Committee received independent legal advice from Dewey & LeBoeuf LLP. The transaction is subject to shareholder approval, customary regulatory approvals and the completion of financing, and is expected to close in early 2008.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET BEEN CONSUMMATED. BRUKER BIOSCIENCES AND ITS EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE BRUKER BIOSCIENCES MEETING OF STOCKHOLDERS

HELD TO APPROVE, AMONG OTHER THINGS, THE ISSUANCE OF SHARES IN THE TRANSACTION. BRUKER BIOSCIENCES WILL FILE A PROXY STATEMENT WITH THE SEC. STOCKHOLDERS OF BRUKER BIOSCIENCES SHOULD READ THIS PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO ALL STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING AT THE BRKR STOCKHOLDER MEETING. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, WHEN IT IS FILED ON THE SEC’S WEB SITE AT http://www.sec.gov OR BY DIRECTING A REQUEST TO  BRUKER BIOSCIENCES, 40 MANNING ROAD, BILLERICA, MA  01821, ATTN: INVESTOR RELATIONS, TEL. +1 (978) 663-3660, EXT. 1411.

CONFERENCE CALL

Bruker BioSciences will host a conference call, and live streaming-audio webcast, to discuss the acquisition at 8:30 a.m. Eastern Time on December 3, 2007. Additional information on the Bruker BioSpin group and this acquisition that will be discussed during the call has been posted on our website at www.bruker-biosciences.com under “Investor Relations”. To listen to the webcast, investors should go to www.bruker-biosciences.com, select Investor Relations, and then click on the live web broadcast. The webcast will remain on the Bruker BioSciences web site for 30 days.

Investors can also listen by calling 888-339-2688 in the U.S., or 617-847-3007 outside the U.S., and should refer to the Bruker BioSciences investor call (not intended for Bruker employees).  A telephone replay of the conference call will be available for three days, beginning one hour after the completion of the conference. The replay will be available by dialing toll-free 888-286-8010, or 617-801-6888 outside the US and Canada, and then entering replay pass code 72671589.

ABOUT BRUKER BIOSCIENCES

Bruker BioSciences Corporation in Billerica, Massachusetts is the parent company of Bruker AXS Inc., Bruker Daltonics Inc. and Bruker Optics, Inc. Bruker AXS is a leading provider of life science, materials research and industrial X-ray analysis and other elemental analysis systems. Bruker Daltonics is a leading provider of innovative life science tools based on mass spectrometry, and also offers a broad line of chemical, biological, radiological and nuclear (CBRN) detection products for homeland security. Bruker Optics is a leading provider of research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technology. For more information, please visit www.bruker-biosciences.com

CAUTIONARY STATEMENT OF BRUKER BIOSCIENCES

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and

uncertainties relating to the integration of businesses we have acquired or may acquire in the future, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, and exposure to foreign currency fluctuations. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2006, our most recent quarterly reports on Form 10-Q and  our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements other than as required by law.

FOR FURTHER INFORMATION:	Michael Willett, Investor Relations Officer
	Tel: +1 (978) 663-3660, ext. 1411
	Email:  ir@bruker-biosciences.com

EX-99.2

Exhibit 99.2

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Conference Call Transcript

CORPORATE PARTICIPANTS

Bill Knight

Bruker BioSciences Corporation - CFO

Frank Laukien

Bruker BioSciences Corporation - President, CEO

CONFERENCE CALL PARTICIPANTS

John Sullivan

Leerink Swann & Company - Analyst

Tony Butler

Lehman Brothers - Analyst

Hal Sough

UBS - Analyst

PRESENTATION

Operator

Good day, ladies and gentlemen and welcome to the Bruker BioSciences conference call. My name is Heather and I would be your coordinator for today. (OPERATOR INSTRUCTIONS). As a reminder, this conference is being recorded for replay purposes. I would now like to turn the call over to your host for today’s presentation, Mr. Bill Knight, Chief Financial Officer of Bruker BioSciences. Please proceed sir.

Bill Knight  - Bruker BioSciences Corporation - CFO

Good morning everyone. With me today on the call is Frank Laukien, the President and CEO of Bruker BioSciences; and Brian Monahan, the Corporate Controller of Bruker BioSciences. I would like to remind everybody that information and a presentation regarding the transaction we’re going to discuss this morning on the call is posted on our website at www.BrukerBioSciences.com. I would certainly recommend you read that.

There are a few comments that I would like to make before we get started. Again, we’re discussing the Bruker BioSciences Corporation agreement to acquire the Bruker BioSpin group of companies for $914 million in cash and stock. This transaction that we’re going to discuss this morning has not yet been consummated. Bruker BioSciences and its executive officers may be deemed to be participants in the solicitation of proxies for the Bruker BioSciences meeting of stockholders held to approve, among other things, the issuance of shares in the transaction.

Bruker BioSciences will file a proxy with the SEC. Stockholders of Bruker BioSciences should read the proxy statement carefully when it becomes available as it will contain important information about the proposed acquisition. The definitive proxy statement will be mailed to all stockholders as a record date to be established for voting at the Bruker BioSciences stockholder meeting.

Stockholders will also be able to obtain a copy of the definitive proxy statement without charge when it is filed on the SEC’s website or by directing a request to Bruker BioSciences, 40 Manning Road, Billerica, MA. We expect to file this proxy within the next two weeks.

The planned combination that we’re going to discuss this morning is the Bruker BioSciences public corporation and the private Bruker BioSpin group of companies. One more item that I would like to take our listeners through today is our Safe Harbor statement. Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the integration of businesses we have acquired or may acquire in the future; changing technology; product development and market acceptance of our products; the cost and pricing of our products; manufacturing; competition; dependence on collaborative partners and key

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suppliers; capital spending; and government funding policies; changes in governmental regulations; intellectual property rights; litigation; and exposure to foreign currency fluctuations.

These and other factors are identified and described in more detail in our filings with the SEC, including without limitation our annual report on Form 10-K for the year ended December 31, 2006, our most recently filed quarterly reports on Form 10-Q, and our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements other than as required by law. I would also like to note that additional risk factors may be disclosed in the upcoming proxy statement filing.

With that, I would like to just present a very brief overview of what we are going to discuss. We would like to review the transaction overview and rationale. We will take you through the BioSpin highlights and what is planned for the combined Bruker Corporation. With that I would like to turn the call over to Frank Laukien, the President and CEO.

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

Good morning ladies and gentlemen. As Bill has indicated this morning, we will focus on the highlights and on the strategic rationale. We will not go into great detail today on financials and pro forma financials, as we will update this information after we have filed our preliminary proxy with the SEC, expected within the next two weeks.

Let me start with a transaction overview and rationale, and remind everybody that this transaction is subject to Bruker BioSciences shareholder approval, to customary regulatory approvals, and to the completion of financing. We expect to close this transaction, if approved, in early 2008.

I am now on slide number 5 of our presentation that is in the IR section, accessible to you in the IR section of our website, starting with the transaction overview and rationale. First of all, the combinations of Bruker BioSciences and the Bruker BioSpin Group is expected to create a fast-growing and — a fast-growing leader in high-performance, scientific instruments.

The combined company that we expect to rename into Bruker Corporation with the same NASDAQ BRKR ticker symbol after the closing, is expected to be at or close to a $1 billion revenue company in 2008, providing high-performance scientific instrumentation and analytical solutions for life sciences, materials research, homeland security, as well as applied and industrial markets.

The combination will give us a broader marketing footprint and a broader range of complementary technologies. We will benefit from enhanced global distribution and customer support capabilities. We will be in a better position to increase our brand leverage, a very well-established brand among our customers. And we hope to see additional opportunities for cross-selling of our various instruments and solutions, and for developing integrated systems, such as combined NMR, mass spec systems, for metabolomics for example.

We also anticipate a positive financial impact for our BRKR shareholders, with improved operating and net income margins and strong cash flows. As indicated in our press release, and illustrated with historical financial data in our press release, we believe and expect that the transaction will be highly accretive to our U.S. GAAP EPS in 2008, throughout 2008 if we exclude transaction expenses, and starting with the second quarter of ‘08 in terms of our GAAP EPS.

As you will see on slide 6, we believe there are additional opportunities for synergistic value creation beyond the obvious and major ones that exist already. We think we will be in a better position to leverage our global marketing, sales and support, and operational and financial synergies for additional incremental growth. We’re looking forward to developing a combined strategic initiative in clinical research systems, molecular diagnostics research, and molecular imaging between Bruker BioSciences and the Bruker BioSpin Group.

As to the transaction purchase price, the purchase price is fixed in two components as explained in more detail in our press release, an approximately $388 million fixed cash component, plus an approximately 57.5 million BRKR shares as a fixed share amount. Obviously the evaluation of those shares that changes — varies from day-to-day depending upon our share price.

For the transaction we valued the total transaction at $914 million in cash and stocks combined, which was valued at the $9.14 per Bruker share trailing ten-day average share closing price two trading days before definitive agreements were signed.

The agreements for BRKR were negotiated by a Special Committee led by our lead Director, a Special Committee of three independent BRKR Directors, who were advised by Bear Stearns as a financial adviser and by Dewey & LeBoeuf as a legal adviser.

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The cash portion of $388 million at the $914 million valuation resents approximately 42.5% of the purchase price. And the stock portion, the 57.5 million shares valued as explained earlier, at about $526 million, represents approximately 57.5% of the purchase price.

The transaction requires not only approval by the majority of the BRKR shareholders, but also approval by a majority of the nonaffiliated BRKR shareholders by either BRKR shareholders nonaffiliated with the Laukien family that vote on the transaction. Further details are available in our press release and will be of course available in our proxy to be filed.

Continuing on page 7, the acquisition financing that has been lined up with our underwriters and joint lead arrangers, JP Morgan and Citibank, are for an underwritten new $380 million, five-year senior credit facility to fund the majority of the cash portion of the purchase price, as well as give us room for additional operating needs for potential smaller scale acquisitions going forward.

It consists of a $150 million term loan and a $230 million revolving credit facility that allows us to do multicurrency borrowings in U.S. dollars, but also in euro and in Swiss francs, currencies where we have a lot of operating cash flows in. And we can initially borrow at the applicable LIBOR rate for dollar EURIBOR, or the LIBOR rate for Swiss francs, which obviously are lower usually than dollar LIBOR rates. So at the applicable currency LIBOR rate plus 1%, i.e., plus 100 basis points. This reflects our relatively low leverage in the deal, which initially at the time we close this deal our EBITDA to debt leverage is expected to be about a factor of 2.4.

Similar to the transaction where we acquired Bruker Optics in 2006, the U.S. GAAP accounting will be an accounting for companies under common control, which means there will be no goodwill created, and after the closing of the transaction the restated historical combined U.S. GAAP financials will be the historical financials for the combined company. Moreover, all acquisition costs will be expensed and will not be added to goodwill.

After this transaction overview and rationale, let me give you a little bit of a highlight — some of the highlights of Bruker BioSpin, the private Bruker company, and in fact the oldest Bruker company, that because it is private many of you and our investors are less familiar with. Obviously, it is a sizable company, and so it has very good name recognition among customers. And in fact, since it is the oldest and largest of the Bruker companies, it probably has the best name recognition and brand recognition among customers. But let me introduce it to our investors.

The Bruker companies, and really what is today Bruker BioSpin, were originally founded in 1960 in Karlsruhe, Germany by one of our founders and my late father, Professor Gunther Laukien, who incidentally is shown on the picture on page 8.

Bruker BioSpin today is the global market and technology leader in life science analytical instruments based on magnetic resonance technology, which includes NMR, nuclear magnetic resonance, animal and research MRI, magnetic resonance imaging. Obviously familiar to many of you because of MRIs in hospitals by major medical systems providers. Bruker BioSpin does not sell MRIs for hospitals or FDA approved MRIs, but at smaller animal and research MRI systems. And a third technology called EPR for electron paramagnetic resonance, another magnetic resonance technology I will explain more in another slide or two.

Bruker BioSpin is also the leading manufacturer of superconducting magnets that are required for NMR, animal MRI, or EPR. And by the way, Bruker BioSpin also manufactures a lot of the FTMS magnets that are sold today to Bruker Daltonics in a related party transaction.

Bruker BioSpin in addition has a superconducting wire business, which provides superconducting wire for these magnets for NMR, MRI, FTMS, as well as novel high-temperature superconductors for these magnetic resonance applications, but probably even more importantly for other markets and applications. And again I shall come back to this point.

Bruker BioSpin as a market leader with a long history has rather strong financial performance and cash flows. And you will get the details obviously in our proxy, but I think our press release already gives you some flavor of that. And I will also come back to this in this presentation.

Continuing with slide 9, I won’t go through all the details here. This gives you an overview of what NMR, MRI, EPR is. For many of you this may not be as familiar. And moreover the other key products and technologies are the superconducting magnets and the superconducting wires that are required for these magnetic resonance applications.

Continuing on slide 10, the largest of the Bruker BioSpin productlines is NMR, nuclear magnetic resonance. Bruker BioSpin is the world market and technology leader in NMR. Customers include academia, medical schools, industry. And industry particularly also of course the pharmaceutical and the biotech industries. Applications include molecular analysis, molecular structure determination in organic chemistry, medicinal chemistry, inorganic chemistry, but also protein structures and protein dynamics, and importantly for the pharmaceutical industry, structure activity relationships.

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The related imaging version, which gives you pictures rather than spectra, is magnetic resonance imaging, most familiar to many of you because of MRIs in hospitals. We do not do patient MRI. We do animal or other research MRI applications with small bore superconducting magnets as shown on page 11 here at much, much higher magnetic fields to get additional molecular and functional imaging information.

Customers here are again primarily academia, and here in particular medical schools, but this is also used quite a bit in drug development in the pharmaceutical industry. Applications include preclinical studies, drug development, animal anatomy and molecular and functional imaging.

The third magnetic resonance technology in the productline of Bruker BioSpin is EPR, electron paramagnetic resonance, somewhat more specialized primarily for academia and government labs, and to a lesser extent also for industry. The applications are more specialized, and Bruker BioSpin is the clear global market leader in EPR.

To support these technologies, particularly NMR, but also EPR and research MRI, Bruker BioSpin has entered the field of superconducting magnets many decades ago, and is the leading company to provide superconducting magnets for NMR, EPR, research MRI, as well as for some other laboratory magnets and other type of novel applications, including as an OEM provider of MRI magnets to the larger medical MRI manufacturers.

We have a complete range of technology that is shown on slide 13. I will not take you through all these details, but it is not only an overall market leadership but we believe also a technology leadership.

Last but not least, to support the magnets, Bruker BioSpin Group a few years ago invested in two companies, European Advanced Superconductors and European Advanced — excuse me — European High-Temperature Superconductors, EAS and EHTS, that makes traditional low-temperature superconducting wires as they are used for clinical MRI magnets — and here most of our customers are the big manufacturers of clinical MRI magnets — as well as internal use for NMR, FTMS and other type of magnets that we use in the magnetic resonance productline of Bruker BioSpin.

More recently the investment has also gone to cutting-edge new technologies, including high-temperature superconductors or HTS, which has applications in magnetic resonance technology. Although here, and as we indicated in our press release, we feel that the opportunities far exceed the magnetic resonance systems of Bruker BioSpin, and our superconducting wire business that we expect to report as a business segment in the future will likely in 2008 also be opened up to additional investors who are outside of the area of analytical instrumentation, and who may well drive these technologies into other next generation magnetic applications, into energy storage, power grid stabilization, as well as advanced high-temperature superconductors, industrial motors and generators.

The Bruker BioSpin Company, or after the merger, BRKR, intends to retain a significant stake in the superconducting wire business, but does not need to be a sole owner of that business and will open it up in 2008 to additional investors.

Let me continue on slide 15 and give you an outlook of the Bruker Corporation that we hope will emerge after the closing, after the combination of Bruker BioSciences as it exists today and the Bruker BioSpin Group that is being acquired in this transaction. There is a shared history and common culture and common values here. There is a strong commitment to research and development, to innovation, to growth, to intellectual property. We’re close to our customers and have attained leading market positions in many key segments.

The combined company is expected to benefit from some rather attractive, but also diversified markets. We see significant synergies in growing markets. We benefit from better leverage on the overall strong Bruker brand recognition among customers. And we believe that the combined Bruker Corporation after the closing will also be positioned for further margin improvement and accelerating cash flow.

Slide 16 gives you a historical overview of the various Bruker companies. I will not go through this, but anticipate and hope that in 2008 we will combine the Bruker BioSciences and Bruker BioSpin into the Bruker Corporation after the closing expected in the first quarter of 2008. The planned Bruker Corporation, as you see on slide 17, will be a global life science research and analytical system solutions company, truly with critical mass in distribution around the globe.

Slide number 18 gives you some financial highlights. I will not go into the details; I think those speak for themselves, and you can certainly take a look at them at your convenience. They are also mentioned briefly in our press release. But as promised at the beginning of this presentation, the focus today will not be financial. We will get into more detailed financial pro forma numbers once we have filed our preliminary proxy.

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Continuing then on page 19. There are numerous present and future growth markets for which the planned combined Bruker Corporation has complementary capabilities. Again, I will not read through all of this, but invite you to read this at your convenience.

There are additional opportunities for synergistic value creation mentioned earlier and in our press release from leveraging our global marketing sales and support capabilities in some particular applications like metabolomics, small molecule biomarker and applied analysis solutions, in combined 3D structure, molecular structure and function solutions using both NMR and x-ray, and of course for the company overall in global, more integrated customer relationship management.

We are looking forward to developing throughout the year 2008 a combined strategic initiative in clinical research systems and molecular diagnostics research, combining primarily mass spectrometery and NMR, but also some infrared optical clinical research systems. And we believe what will emerge through — in 2008 will be a focused molecular diagnostics division, drawing on technologies and resources from various Bruker Corporation operating companies.

Last but not least, we think there’s additional opportunity for operational and financial synergies, with strengthened financial treasury, tax, internal auditing, as well as operational efficiencies in IT, ERP, production, procurement and logistics.

Let me then wrap up before we open it up for questions with our last slide number 21, which gives you at a high level the financial goals of the planned Bruker Corporation after the expected closing for both the year 2008, as well as the medium-term, we would look at — as the medium-term over a three to four year period going forward.

In terms of revenue growth for 2008 we believe and expect that we can grow at 8% or faster. We believe and have the goal of that we can accelerate that to 10% or greater revenue growth in the medium term mostly, as has been our tradition, from organic growth, but also potentially with some smaller bolt-on selective acquisitions.

Our gross margin goal for 2008 is 46% gross margin. And we believe that both the traditional BRKR, as well at Bruker BioSpin, we can get overall a 50 to 100 basis point improvement per year, with a medium-term goal of a gross margin more in the 48 to 49% range. This comes from redesign to cost and performance higher margin new products, higher margin aftermarket revenues, and more integrated and more complete analytical solutions.

Going down to operating margin, our 2008 goal is greater than 12%, excluding transaction expenses. Most of the transaction expenses are likely to occur in Q4 of 2007, and then the majority in Q1 of 2008. So excluding transaction expenses, our operating income margin goal for 2008 is greater than 12%. And we hope to grow that in the medium term by around 100 to 150 bips per year towards an operating margin goal of 15 to 17% in the medium term. This results from both gross margin improvements, and we also see additional opportunity for expense leverage.

At the net income level, our 2008 goal, again excluding transaction expenses, is greater than 9%. And our medium goal is a continued improvement in our net income margins towards a medium-term goal of 11 to 13%. In addition to the factors mentioned on the operating income margin, this will require repayment of debt, and obviously a continued reduction in our effective tax rate that particularly at the traditional BRKR has been on the high side.

Last and not least, we are looking forward to additional improvements in our balance sheet management and in our cash flow generation. Our goals are in all operating companies, including the to be acquired Bruker BioSpin Group, to increase our inventory turns and reduce our working capital needs, to accelerate our operating and free cash flow, and to put into place a program of relatively rapid debt reduction from the senior credit facility we expect to take on to close the Bruker BioSpin acquisition.

With this, ladies and gentlemen, I would like say this will conclude our presentation, and we are looking forward to your questions.

QUESTION AND ANSWER

Operator

(OPERATOR INSTRUCTIONS). John Sullivan.

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John Sullivan  - Leerink Swann & Company - Analyst

Congratulations. Just a couple of real quick questions. Can you talk about the sort of growth that Bruker BioSpin has seen in the last couple of years — topline growth?

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

I will give you maybe a rough overview, but I think I would differ most financial questions to the preliminary proxy. Bruker BioSpin in 2006 growing in the mid to low single digits, and in 2007 year-to-date has accelerated closer to 10% growth.

John Sullivan  - Leerink Swann & Company - Analyst

Is there a new product cycle that fed the 2007 growth, or why has growth accelerated in ‘07?

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

There was a bit of a retrenchment at Bruker BioSpin, but there was some very high funding from NIH and Japan, and as well as other countries for ultra high field NMR systems, with orders coming through typically in the 2002, 2003, 2004 timeframe. And for these types of systems that can cost up to $5 million and more the revenue typically was recognized one or two years later. So that ultra high field funding did [reduce] in the U.S. and in Japan, which reduced the overall bookings and growth rates of the Bruker BioSpin Group in those years. And I think the Bruker BioSpin Group now is more returning to its traditional long-term growth rates, which we would estimate to be in the mid to high single digits.

John Sullivan  - Leerink Swann & Company - Analyst

Then my last question, what is the outlook amongst commercial customers for (technical difficulty)?

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

John, we lost the second part of your question. Operator, we did not hear the second part of the question, perhaps you could take another question and John could return later.

Operator

(OPERATOR INSTRUCTIONS). There are no further questions at this time. I apologize, your next question comes from the line of Tony Butler.

Tony Butler  - Lehman Brothers - Analyst

One question is around timing. I don’t think it comes as a surprise that the two companies come together. The real question for me though is why today? Is there perhaps some rationale around BRKR and its overall demand today, where the requirement for moving BioSpin under the — or within the portfolio and driving out the geographic expansion of potential BRKR products is required for some particular reason. Maybe there’s a slowdown that you’re seeing in your other business, or maybe there is expansionary opportunities that BioSpin is seeing that you’re not seeing in BRKR. Again, I’m trying to understand the timing. Thanks.

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

Certainly. No, there really — there is no magic to the timing. The question that you asked with respect to the present BRKR, you have seen that actually BRKR in terms of growth has accelerated very nicely in the last five or six quarters and our year-to-date growth rate is — including currency effects — is even north of 20%. So we’re very pleased with the ability of BRKR to grow and gain market share.

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The timing is more — as I said, there’s no particular magic to the timing. It sort of has been a steady ongoing process really from a long-term shareholder perspective that started all the way in the year 2000 with Bruker Daltonics becoming a public company, then later on Bruker AXS going public — the two of them merging.

I think what contributed to the ability of us to be able to announce this transaction was that the smaller scale acquisition by BRKR of Bruker Optics in 2006, I believe was really quite successful for everyone. This was a win-win situation. It was successful for the previous private Bruker Optics shareholders, as well as for the public shareholders. And it obviously improved the financial profile and breadth and depth of BRKR. And I think based — to some extent based on this positive experience, I think the shareholders of the private Bruker BioSpin Group, which had also observed BRKR and were pleased to see that it had resumed growth and that its bottom line — its margins and bottom line were clearly on a very, very positive trend. I think at that point seeing the positive trends at BRKR and recognizing the overall positive experience from the acquisition of Bruker Optics, the Bruker BioSpin shareholders came to the conclusion over time that this was a sensible, long-term strategy to have all the Bruker companies in one public Bruker Company. And I think that really was what drove the timing, if you will, to where this was feasible and achievable at this point in time.

Operator

[Hal Sough].

Hal Sough  - UBS - Analyst

This is [Hal Sough] for Derik De Bruin. Just a quick question. Can you remind us how much share you are looking — at the family-owned after the (inaudible) acquisitions?

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

The family presently owns about 52% of BRKR, and after the acquisition the family will own of the combined company approximately 69%.

Hal Sough  - UBS - Analyst

Okay. Thanks.

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

The family, of course also, as the press release outlines, owns Bruker BioSpin, the private company, the Bruker BioSpin Group at this point 100%.

Operator

There are no further questions at this time.

Frank Laukien  - Bruker BioSciences Corporation - President, CEO

Thank you very much for joining us this morning. We are looking forward to speaking to many of our investors before or after the proxy has been filed. Thank you very much and have a good day. Bye-bye.

Operator

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Have a great day.

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EX-99.3

Exhibit 99.3

Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock ADDITIONAL INFORMATION AND WHERE TO FIND IT THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET BEEN CONSUMMATED. BRUKER BIOSCIENCES AND ITS EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE BRUKER BIOSCIENCES MEETING OF STOCKHOLDERS HELD TO APPROVE, AMONG OTHER THINGS, THE ISSUANCE OF SHARES IN THE TRANSACTION. BRUKER BIOSCIENCES WILL FILE A PROXY STATEMENT WITH THE SEC. STOCKHOLDERS OF BRUKER BIOSCIENCES SHOULD READ THIS PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO ALL STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING AT THE BRKR STOCKHOLDER MEETING. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, WHEN IT IS FILED ON THE SEC'S WEB SITE AT http://www.sec.gov OR BY DIRECTING A REQUEST TO BRUKER BIOSCIENCES, 40 MANNING ROAD, BILLERICA, MA 01821, ATTN: INVESTOR RELATIONS, TEL. +1 (978) 663-3660, EXT. 1411. © Copyright 2007 Bruker BioSciences. All Rights Reserved. Bruker BioSciences 1

The planned combined Bruker Corporation (BRKR) Bruker BioSciences Corp. (NASDAQ: BRKR) & the private Bruker BioSpin Group (BBIO) Presentation for BRKR Shareholders on Planned Acquisition of Bruker BioSpin Group Frank H. Laukien, Chief Executive Officer Dirk Laukien, Senior Vice President William J. Knight, Chief Financial Officer December 3rd, 2007  2

BRKR Safe Harbor Statement Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the integration of businesses we have acquired or may acquire in the future, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, and exposure to foreign currency fluctuations. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2006, our most recent quarterly reports on Form 10-Q and our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements other than as required by law. NOTE: Additional risk factors may be disclosed in the upcoming proxy statement filing  3

Presentation Overview Transaction Overview and Rationale Bruker BioSpin Highlights Planned Combined Bruker Corporation: Today & Tomorrow Note: This transaction is subject to BRKR shareholder approval, customary regulatory approvals and the completion of financing, and is expected to close in early 2008.  4

Transaction Overview and Rationale 1) Expected to Create a Fast-Growing, High-Performance Leader A combined Bruker Corporation (BRKR) is expected to be close to a $1 Billion revenue company in 2008, providing high-performance scientific instrumentation and analytical solutions for life sciences, materials research, homeland security, applied and industrial markets 2) Broader Marketing Footprint & Complementary Technologies Enhanced global distribution and customer support Increased brand leverage, cross-selling and integrated systems development opportunities Complementary NMR & MS Technologies 3) Anticipated Positive Financial Impact Improved operating and net income margins, strong cash flows Strongly accretive to US GAAP EPS in Q2-08 and beyond  5

Transaction Overview and Rationale 4) Opportunities for synergistic value creation Leverage global marketing, sales & support, operational and financial synergies for growth Combined strategic initiative in clinical research systems, molecular diagnostics research and molecular imaging 5) Fixed Purchase Price: $388M cash plus 57.5M BRKR Shares Agreements negotiated by Special Committee (SC) of independent BRKR directors, advised by Bear Stearns and Dewey & LeBoeuf Cash portion: $388M (42.5% of purchase price) BRKR stock portion: 57.5M shares valued at $526M* (57.5%) Transaction requires approvals by BRKR shareholders, and approval by majority of non-affiliated BRKR shareholders * valued at $9.14 per BRKR share, the trailing 10-day average share closing price two trading days before definitive agreements were signed 6

Transaction Overview and Rationale 6) Acquisition Financing New $380M 5-year senior credit facility to fund cash portion of the purchase price with JPMorgan and CitiBank as underwriters Multi-currency borrowings in USD, EUR and CHF available, initially at applicable LIBOR + 100 bps (initial EBITDA/debt = 2.4x) $230M Revolver and $150M Term Loan 7) US GAAP Accounting for Companies Under Common Control No goodwill or intangibles will be created Restated historical combined US GAAP financials for all future SEC filings after Closing of transaction All acquisition costs will be expensed as incurred 7

Bruker BioSpin Highlights Introduction and Overview Bruker founded in 1960 in Germany by Professor Guenther R. Laukien (in picture) Bruker BioSpin is the global market and technology leader in life science analytical instruments based on Magnetic Resonance including NMR, animal MRI and EPR Bruker BioSpin is the leading manufacturer of superconducting magnets for NMR, animal MRI Bruker BioSpin’s superconducting wire business includes supercon wire for NMR, MRI and FTMS magnets, as well as novel HTS conductors for emerging applications Strong financial performance and cash flow 8

Bruker BioSpin Highlights Technology Platforms 9 NMR – Determination and quantification of molecular structure and function based on intra-molecular environment MRI – Morphological, functional and molecular imaging for animal and translational MRI research EPR – Molecular structure determination based on species that have unpaired electrons, free radicals Superconducting Magnets – for NMR, EPR, research MRI, FTMS, accelerator projects EAS, EHTS – Advanced low-temperature and high-temperature superconductor (HTS) technologies 9

10 Bruker BioSpin Highlights NMR: Nuclear Magnetic Resonance Customers: Academia & Industry Pharmaceutical and BioPharma Applications: Organic chemistry (structure elucidation) Inorganic Chemistry Protein Structures Structure-Activity relationships

11 Bruker BioSpin Highlights MRI: Magnetic Resonance Imaging Customers: Academia Research Hospitals Pharmaceutical Industry Applications: Preclinical studies on small animals Drug development Animal anatomy Molecular Imaging

12 Bruker BioSpin Highlights EPR: Electron Paramagnetic Resonance Customers: Academia Government Labs Industry Applications: Spin Labels (structure elucidation) Inorganic chemistry Materials sciences

Bruker BioSpin Highlights Superconducting Magnet Technology 13 In-house Superconducting Magnet Production and R&D capabilities for NMR, EPR, MRI, FTMS Laboratory Magnets of utmost strategic value for any magnetic resonance business

14 Bruker BioSpin Highlights Superconducting Wire Technology Advanced low-temperature superconducting wires for clinical MRI magnets, NMR magnets, FTMS magnets, as well as for magnets used in major accelerators or international research facilities, such as the ITER nuclear fusion project High-temperature superconductors (HTS) with applications in next-generation magnet technologies, energy storage and power-grid stabilization, as well as advanced HTS industrial motors and generators

The planned combined Bruker Corporation: Today & Tomorrow Commitment to innovation and growth Leading market position in key segments Attractive and diversified markets Significant synergies in growing markets Strong Bruker brand recognition among customers Positioned for further margin improvement and accelerating cash flow 15

Bruker Corporation: History and Planned Combination in 2008 1960 Bruker was founded in 1960 with NMR products 2006 Bruker BioSciences acquires Bruker Optics 2003 Merger of Bruker Daltonics and Bruker AXS into Bruker BioSciences (BRKR) 1974 First Bruker FT-IR developed internally, basis for Bruker Optics 1980 Bruker acquires/develops mass spec business, later called Bruker Daltonics 1997 Bruker acquires analytical X-ray business from Siemens, named Bruker AXS 2001 Bruker AXS IPO 2000 Bruker Daltonics IPO Today Public Bruker BioSciences (BRKR) and private Bruker BioSpin (BBIO) 2008 Bruker BioSciences + Bruker BioSpin Bruker Corporation 16

Planned Bruker Corporation (BRKR): a Global ‘Critical Mass’ Life Science Research and Analytical Solutions Company Other Significant R&D and Production Sites Direct Sales Offices Major DE, CH & FR R&D and Production Sites Many additional distributors around the world Headquarters 17

BRKR and BBIO as Separate Companies: US GAAP Financial Highlights Pro forma historical combined financials will be filed in proxy statement with SEC. YTD YTD FY 2006 9/30/07 FY 2006 9/30/07 Revenue 435.8 $ 363.8 $ 447.0 $ 351.9 $ Growth Rate Y-O-Y 17.1% 21.2% 0.4% 12.2% Operating Income 30.7 26.2 76.7 48.9 OI as a % of Revenue 7.0% 7.2% 17.2% 13.9% Net Income 18.5 17.5 56.6 43.5 NI as a % of Revenue 4.2% 4.8% 12.7% 12.4% Diluted Earnings Per Share 0.18 $ 0.16 $ N/A N/A Operating Cash Flow 37.7 (10.2) 45.1 43.0 Bruker BioSciences (BRKR) The Bruker BioSpin Group 18

Complementary Capabilities for Future Growth Markets Organic and inorganic chemistry Expression proteomics and structural biology Pharma/biotech drug discovery and development Biomarker discovery, clinical proteomics and molecular diagnostics research Molecular imaging research in pathology and oncology Microorganism identification and infectious disease research Advanced materials research and nanotechnology Pharmaceutical process analysis technology and ‘pharma forensics’ Applied food, beverage and agricultural analysis CBRN Detection for homeland security and defense 19

Synergistic Opportunities for Additional Value Creation Between BRKR & BBIO Leverage Global Marketing, Sales & Support Synergies for Growth Combined metabolomics, small molecule biomarker and applied analysis solutions Combined 3D molecular structure & function solutions Global, integrated customer relationship management Combined Strategic Initiative in Clinical Research Systems and Molecular Diagnostics Research Combine NMR, MS and optical clinical research systems into new focused molecular diagnostics division Operational and Financial Synergies Strengthened financial, treasury, tax and internal audit teams Operational efficiencies in IT, ERP/MRP, production and logistics 20

Financial Goals of planned Bruker Corporation for 2008 and Medium-Term (3-4 Years) Revenue Growth: 2008 goal: >8% growth Medium term goal: >10% growth mostly organic growth, selective acquisitions Gross Margin: 2008 goal: >46% GM Medium term goal: 50-100 bps improvement per year towards 48-49% GM RTC/P higher margin new products Higher margin after-market revenues More integrated, complete solutions Operating Income Margin: 2008 goal: >12% (excluding transaction expenses) Medium term goal: 100-150 bps improvement per year towards 15-17% Gross margin improvements Significant expense leverage opportunity Net Income Margin: 2008 goal: >9% (excluding transaction expenses) Medium term goal: 100-150 bps improvement per year towards 11-13% Continued reduction in effective tax rate Balance sheet, cash flow: Increasing Inventory Turns, Reduced Working Capital Ratios Accelerating operating and free cash flow Rapid debt reduction 21

www.bruker.com 22