0000912057-01-542437 Sample Contracts

FORM OF UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting 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.

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WITNESSETH:
Strategic Alliance Agreement • December 7th, 2001 • Bruker Axs Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
CONTRACT between
Bruker Axs Inc • December 7th, 2001 • X-ray apparatus & tubes & related irradiation apparatus
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