FORM OF UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
Bruker AXS Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the Underwriters named in SCHEDULE A annexed hereto (the "UNDERWRITERS") an aggregate of 9,000,000 shares (the "FIRM SHARES") of common stock, $0.01 par value per share, of the Company (the "COMMON STOCK"). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,350,000 shares of Common Stock (the "ADDITIONAL SHARES"). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the "SHARES." The Shares are described in the Prospectus which is referred to below.
WITNESSETH:Purchase Agreement • November 9th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
SERVICES AGREEMENTServices Agreement • August 29th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
Exhibit 10.4 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the "Agreement") made and entered into effective as of the 30th day of March, 1998 (the "Effective Date"), by and between BRUKER AXS, INC. with offices at 6300 Enterprise Lane, Madison, Wisconsin...Supply Agreement • December 7th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
LEASELease • October 11th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
CONTRACT betweenContract • December 7th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
WITNESSETH:Strategic Alliance Agreement • December 7th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
Exhibit 10.18 MEMORANDUM OF AGREEMENT FOR STRATEGIC COLLABORATION This Memorandum of Agreement ("Agreement") made as of October 16th, 2001 (the "Effective Date") by and between FAIRCHILD IMAGING, INC., a Delaware corporation, with a place of business...Memorandum of Agreement • November 9th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • California
Exhibit 10.17 LEASE AGREEMENT FOR OFFICE SPACE AND OTHER CORPORATE SPACE NOT PURSUANT TO ARTICLE 7A:1624 OF THE CIVIL CODE ------------------------------------------------------------------------------- in accordance with the model established in...Lease Agreement • November 9th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
CONTRACT betweenPurchase Agreement • October 11th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 8th, 2003 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of April 4, 2003 (this "Agreement"), by and between BRUKER DALTONICS INC., a Delaware corporation ("Parent"), and ISOLDE LAUKIEN ("Stockholder").
RENTAL CONTRACT for commercial space betweenRental Contract • November 9th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
Exhibit 10.4 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the "Agreement") made and entered into effective as of the 30th day of March, 1998 (the "Effective Date"), by and between BRUKER AXS, INC. with offices at 6300 Enterprise Lane, Madison, Wisconsin...Supply Agreement • August 29th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
AGREEMENT NO. 99.10Technical and Scientific Production Development and Manufacture Agreement • October 11th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
Exhibit 4.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement"), made as of the 16th day of January, 2001, by and among Bruker AXS Inc., a Delaware corporation (the "COMPANY"), those persons listed on the signature pages hereto...Investor Rights Agreement • July 27th, 2001 • Bruker Axs Inc • Delaware
BRUKER SA BRUKER AXS SAShared Services Agreement • July 27th, 2001 • Bruker Axs Inc
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 4, 2003 BY AND BETWEEN BRUKER DALTONICS INC. AND BRUKER AXS INC.Merger Agreement • April 8th, 2003 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2003 (this "Agreement"), by and between BRUKER DALTONICS INC., a Delaware corporation ("Parent") and BRUKER AXS INC., a Delaware corporation ("Company").
EXHIBIT 10.13 MANAGING DIRECTOR CONTRACT The company Bruker AXS Analytical X-ray Systems GmbH referred to in the following as "Company," and Dr. Martin Haase, referred to in the following as "Director," hereby enter into the following Directorship...Managing Director Contract • October 11th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
Exhibit 10.4 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the "Agreement") made and entered into effective as of the 30th day of March, 1998 (the "Effective Date"), by and between BRUKER AXS, INC. with offices at 6300 Enterprise Lane, Madison, Wisconsin...Supply Agreement • October 11th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
Exhibit 10.19 SEPARATION AGREEMENT AND GENERAL RELEASE In consideration of the mutual covenants to be performed by John B. Bourke ("Employee"), and Bruker AXS Inc. (the "Company"), and set forth in their entirety herein, the parties agree as follows...Separation Agreement • November 9th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • Wisconsin
EXHIBIT 10.2 SHARING AGREEMENT This Agreement made and entered into as of the 28th day of February, 2000, (the "Date of the Agreement"), and as amended on April 7, 2000, by and among - Bruker Physik AG ("BPAG-DE"), a German corporation, - Techneon AG...Sharing Agreement • July 27th, 2001 • Bruker Axs Inc • Massachusetts
EXHIBIT 10.14 AGREEMENT ON DEVELOPMENT, SUPPLY, AND MARKETINGAgreement on Development, Supply, and Marketing • August 29th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus
