GERMAN SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 3rd, 2007 • Bruker Biosciences Corp • Laboratory analytical instruments • Massachusetts
Contract Type FiledDecember 3rd, 2007 Company Industry JurisdictionWHEREAS, 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;
SWISS AGREEMENT AND PLAN OF MERGERMerger Agreement • December 3rd, 2007 • Bruker Biosciences Corp • Laboratory analytical instruments • Massachusetts
Contract Type FiledDecember 3rd, 2007 Company Industry JurisdictionThis 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”).