PURCHASE AND TRANSFER AGREEMENT

PURCHASE AND TRANSFER AGREEMENT

between

Bruker AXS GmbH

Östliche Rheinbrückenstraße 50

D-76167 Karlsruhe

- hereinafter referred to as the “ Purchaser ” -

and

1.

bmp Aktiengesellschaft

Alt-Moabit 59-61

D-10555 Berlin

2.

bmp Venture Tech GmbH

Alt-Moabit 59-61

D-10555 Berlin

3.

Ventegis Capital AG

Kurfürstendamm 119

D-10711 Berlin

4.

Mr. Martin Gander

***

5.

Mr. Andreas Gatzke

***

6.

Mr. Gert Kommichau

***

7.

Mr. Klaus Kromer

***

8.

Mr. Gerd Liebezeit

***

9.

Mr. Manfred Maneck

***

10.

Mr. Olaf Meibaum

***

11.

Mr. Detlef Meinhardt

***

12.

Mr. Rainer Schädlich

***

13.

Herrn Thomas Schülein

***

14.

Herrn Prof. Norbert Langhoff

***

15.

Herrn Ulrich Waldschläger

***

- hereinafter referred to individually or together as the “Sellers” -

- the Sellers Nos. 4 through 15 are referred to individually and together as the “Old Shareholders”, and the Sellers Nos. 1 through 3 are also referred to individually and jointly as the “Financial Investors” -

- the Seller No. 1 is also referred to hereinafter as “bmp AG” -

- the Sellers and the Purchaser will hereinafter also be referred to individually as a “Party” and together as the “Parties” -

§ 1
COMPANY DETAILS

1.1

Company Details

RÖNTEC AG is a stock corporation [ Aktiengesellschaft ] existing under German law with the name “RÖNTEC Aktiengesellschaft”, which has its registered office in Berlin and is registered in the Commercial Register of the Local Court of Charlottenburg under no. HRB 72789.

1.2

Share Capital of RÖNTEC AG

The share capital of RÖNTEC AG is EUR 3,064,968.00 (in words: three million sixty-four thousand nine hundred sixty-eight Euros) and is fully paid in. The share capital consists of 3,064,968 registered shares of common stock having a notional value of EUR 1.00 each, which are held as set forth in Exhibit P4 (Part 1). All shares and the shareholders listed in Exhibit P4 (Part 1) are registered in the Share Register of RÖNTEC AG. The shares do not have certificates.

1.3

Effective Transfer Date

The effective transfer date within the meaning of this Purchase and Transfer Agreement is 7 October 2005, 24:00 hours (hereinafter referred to as the “ Effective Transfer Date ”).

§ 2
SALE OF SHARES; ENTITLEMENT TO DIVIDENDS

2.1

Sale of Shares

The Sellers hereby sell to the Purchaser, which accepts the sale, all shares in RÖNTEC AG which they hold and are listed in Exhibit P4 (Part 2) (hereinafter referred to as the “ Sold Shares ”) with economic effect as of the Effective Transfer Date pursuant to the provisions of this Purchase and Transfer Agreement. The sale of the Sold Shares includes all related claims and other rights including the right to a dividend for the current fiscal year and all previous fiscal years.

2.2

Transfer; Consents

Subject to the condition precedent of payment of the Base Purchase Price pursuant to Clauses 3.1, 3.3.1, 3.3.3 through 3.3.6 minus a withheld amount of EUR *** under Clause 3.3.1 for the Financial Investors, the Sellers transfer to the Purchaser the Sold Shares under Clause 2.1 including all related claims and other rights such as the dividend right for the current fiscal year and all past fiscal years. In execution hereof, the Sellers assign to the Purchaser the Sold Shares subject to the above condition precedent. The Purchaser accepts the assignment. The date on which the Base Purchase Price under Clauses 3.1, 3.3.1, 3.3.3 through 3.3.6 minus the Retention Amount for the Financial Investors under Clause 3.3.1 is paid to the Sellers and title to the Sold Shares thereby passes to the Purchaser is hereinafter referred to as the “ Closing Date ”.

§ 3
PURCHASE PRICE; PAYMENT METHOD

3.1

Base Purchase Price

The Purchase Price to be paid by the Purchaser to the Sellers for the Sold Shares which are sold and transferred under Clause 2.1 of this Purchase and Transfer Agreement as well as for all other performance and actions of the Sellers pursuant to this Purchase and Transfer Agreement is EUR 3,085,119.00, hereinafter referred to as the “ Base Purchase Price ”), which is allocated to the Sellers in accordance with the information in Exhibit P4 (Part 3).

3.2

Adjustment of the Purchase Price

If the subsidies for subsidy periods after the Closing Date listed in Exhibit 3.2 are reduced during a period of 12 calendar months after the Closing Date compared to the amount set forth in Exhibit 3.2 because the acquisition of the shares in RÖNTEC AG by the Purchaser means that the prerequisites for a continued grant of the listed subsidies are no longer met, the share of the Base Purchase Price under Clause 3.1 allocable to the Financial Investors and, thus, the Base Purchase Price itself will be reduced by a total of *** of the amount by which the subsidies listed in Exhibit 3.2 in the mentioned period of time are reduced compared to the amounts listed in Exhibit 3.2 (the amount by which the Base Purchase Price is reduced under the above calculation is hereinafter

[ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

referred to as the “ Reduction Amount ”. The Reduction Amount is limited to a maximum of EUR *** and is allocated to the Financial Investors in a manner proportionate to their respective interests in the Base Purchase Price as set forth in Exhibit P4 (Part 3). The Purchase Price will not be adjusted if a final and binding subsidy ruling has been presented to the Purchaser prior to the applicable reduction in the subsidies, and such ruling provides an assurance that the subsidies listed in Exhibit 3.2 will not be reduced below the amounts listed in Exhibit 3.2 on the grounds that the prerequisites for the further grant of the listed subsidies continue to exist despite the acquisition of the shares in RÖNTEC AG by the Purchaser.

3.3

Due Date, Allocation and Payment of the Purchase Price

3.3.1

The Base Purchase Price minus a retained amount of EUR *** (hereinafter referred to as the “ Retention Amount ”) is to be paid pursuant to the provisions in Clauses 3.3.3 et seq . within five Banking Days after all of the following conditions have occurred:

a)

Proof of the extension of the existing lease agreement between RÖNTEC AG and WISTA AG for the property currently used by RÖNTEC AG in Schwarzschildstrasse 12, 12489 Berlin. The extension must be for a period of at least 3 years and on the current conditions;

b)

Presentation of a confirmation from WISTA AG that it will not terminate the lease with RÖNTEC AG for the property currently used by RÖNTEC AG in Schwarzschildstrasse 12, 12489 Berlin, as a result of the transfer of a majority of the shares or all of the shares in RÖNTEC AG to the Purchaser;

c)

Valid conclusion of the share purchase and transfer agreement with the Small Shareholders of RÖNTEC AG attached as Exhibit P3;

d)

Presentation of a confirmation from the *** that RÖNTEC AG has properly and fully settled all license fees *** in the past;

e)

Valid conclusion of a Stock Repurchase Agreement pursuant to Exhibit 11 between Bruker BioSciences Corporation and each Old shareholder, except for the Old shareholders Martin Gander, Rainer Schädlich, Gerd Liebezeit and Prof. Dr. Norbert Langhoff;

[ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

f)

Presentation of the audited annual financial statements of RÖNTEC AG for the fiscal year ending on 30 June 2005, affixed with an unqualified auditor’s opinion (hereinafter referred to as the “ Annual Financial Statements 2005 ”, and together with the annual financial statements for 30 June 2004, the “ Annual Financial Statements ”);

g)

All members of the Supervisory Board have given written notices of resignation, according to which each of them resigns from his office as a member of the Supervisory Board effective at the point in time of transfer of all shares in RÖNTEC AG to the Purchaser;

h)

The shareholders’ meeting of RÖNTEC AG has consented to the transfer of the 219,351 shares of common stock to Ventegis Capital AG under the agreement of 29 October/3 November 2004, to the transfer of all Shares to the Purchaser as well as the cancellation of the agreements on partial transfer of profits with bmp Aktiengesellschaft, bmp Venture Tech GmbH and Ventegis Capital AG;

i)

Cancellation of the option agreement between RÖNTEC AG and Prof. Norbert Langhoff as well as conclusion of an agreement with Prof. Norbert Langhoff to the effect that the bond of RÖNTEC AG in the nominal amount of EUR 5,000.00 which was subscribed to by Prof. Norbert Langhoff will be redeemed in the near future;

j)

Approval of all resolutions adopted by the shareholders’ meeting of RÖNTEC AG since 2 April 2002 by the two equally entitled beneficiaries of the estate of Hans-Eberhard Gorny, Valentina Gorny and Xenia Gorny;

k)

Presentation of all completed Exhibits to this Agreement in a form acceptable to all Parties and written confirmation of the Parties or their representatives to this effect;

l)

Cancellation of all existing participation agreements between shareholders in RÖNTEC AG and RÖNTEC AG itself, if any;

m)

Conclusion of a cancellation agreement for the silent partnerships/partial transfer of profits agreements listed in Exhibit 5.3.2 with bmp Aktiengesellschaft, bmp Venture Tech GmbH and Ventegis Capital AG effective as of the Closing Date;

n)

Performance of a due diligence examination at RÖNTEC USA Inc. with a result satisfactory to the Purchaser.

The Purchaser is entitled to completely or partially waive the occurrence of the above conditions by declaration to the Sellers. If the above conditions precedent have not occurred by no later than 18 November 2005 or, in the case of non-occurrence, if the Purchaser has not waived the occurrence of the respective condition which has not occurred by no later than 18 November 2005, the Purchaser on the one hand and the Sellers holding at least 45% of the share capital acting jointly on the other hand can withdraw from this Agreement by declaration given to the Sellers. Sellers who jointly hold at least 45% of the share capital and act jointly are entitled in the case of the non-occurrence of the condition under point k) to withdraw regardless of any declaration of waiver by the Purchaser, but not before 19 November 2005. If the Purchaser withdraws from this Agreement pursuant to this Clause 3.3.1, claims of the Sellers against the Purchaser based on or as a result of the withdrawal from this Agreement are excluded.

3.3.2

The Retention Amount allocated to the Financial Investors in the amount of EUR ***, minus any Reduction Amount under Clause 3.2, is to be paid within 15 Banking Days of the earlier of 15 March 2007 or the date upon which a final and binding subsidy ruling is presented, according to which the subsidies listed in Exhibit 3.2 will not be reduced below the amounts listed in Exhibit 3.2 on the grounds that the conditions for the continuing grant of the listed subsidies are no longer present as a result of the acquisition of the Shares in RÖNTEC AG by the Purchaser; to the extent that the date determined in the above manner is not a Banking Day, payment shall be made on the next Banking Day. The payments are to be made to the Financial Investors proportionate to their respective interests in the Base Purchase Price, as set forth in Exhibit P4 (Part 3).

3.3.3

The Base Purchase Price less the Retention Amount is to be paid to the Financial Investors and the Old Shareholders as follows: the amount payable to the Financial Investors must be wholly rendered in cash, while 25% of the amount payable to the Old Shareholders must be rendered in cash and 75% must be in the form of registered shares (each with a par value of US Dollars 0.01) in the American company, Bruker BioSciences Corporation, with its registered office in Billerica, MA 01821, USA (hereinafter, the “ Registered Shares ”). The Purchaser guarantees that it is able to transfer to the respective Sellers title to the Registered Shares free of title rights of third parties as part of the Base Purchase Price. This does not apply to the rights resulting under the Stock Repurchase Agreement pursuant to Exhibit 11 which must still be concluded.

[ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

3.3.4

The Base Purchase Price is allocated to the individual Sellers on a proportionate basis as set forth in Exhibit P4 (Part 3). To the extent that the Base Purchase Price under Clause 3.2 is to be adjusted for any Reduction Amount, the adjustment only affects the Financial Investors proportionate to their respective interests in the Base Purchase Price as set forth in Exhibit P4 (Part 3).

3.3.5

To the extent that the Base Purchase Price is to be paid in cash, it is to be paid by transfer to the bank accounts set forth for each Seller in Exhibit P4 (Part 4). To the extent that the Base Purchase Price is to be paid to the Old Shareholders in the form of Registered Shares, the number of Registered Shares calculated according to the provision in Clause 3.6 is to be transferred to the Old Shareholders, and the transfer of title is to be confirmed by the Secretary of Bruker BioSciences Corporation using the draft letter attached as Exhibit 3.3.5 , and copies of the stock certificates are to be presented. Upon confirmation by the Secretary of Bruker BioSciences Corporation, the Registered Shares to be transferred to the Old Shareholders on a proportionate basis as part of the Base Purchase Price are also deemed to have been provided for purposes of fulfilling the condition precedent set forth in Clause 2.2.

3.3.6.1

The number of Registered Shares to be transferred to the respective Old Shareholders is calculated by allocating 75% of the Base Purchase Price to be paid to each Old Shareholder, exchanged into US Dollars at the exchange rate applicable on the Effective Transfer Date, which amount is then divided by the average price over the last 3 months prior to the Effective Transfer Date for the Registered Shares traded on the Nasdaq.

3.3.6.2

When calculating the Registered Shares to be allocated to the individual Old Shareholders, the number of Registered Shares for the respective Old Shareholder is to be rounded up to the next whole number. For example, if an Old Shareholder is to notionally receive 100.21 Registered Shares, the Old Shareholder should receive a total of 101 Registered Shares after rounding.

3.3.6.4

The exchange rate applicable for exchanging Euros into US Dollars as of the Effective Transfer Date is to be determined as follows: the rate fixed at 13:00 by Deutsche Bank (DBREF), according to the information under www.db-markets.de. The exchange rate as of the Effective Transfer Date of 7 October 2005 is, therefore, 1.2145 US$ = 1 EUR.

3.3.7

The Old Shareholders, except for the Old Shareholders Martin Gander, Rainer Schädlich, Gerd Liebezeit and Prof. Dr. Norbert Langhoff, are restricted in their ability to transact with the Registered Shares received as purchase price in kind in accordance with the provisions in the Stock Repurchase Agreement attached as Exhibit 11. All Sellers are also instructed that the Registered

Shares are subject to the SEC Trading Restrictions and that the Sellers must comply with these. A brief summary of the SEC Trading Restrictions is attached as Exhibit 3.3.3.

3.3.8

Each Seller personally undertakes to confirm to the Purchaser the receipt of the respective Purchase Price pursuant to Exhibit P4 (Part 3) in the bank accounts set forth in Exhibit P4 (Part 4) without undue delay after receipt of payment. The Sellers will issue the declaration of confirmation using the form attached as Exhibit 3.3.8 .

§ 4
PURCHASE PRICE INCREASE

4.1

Supplemental Purchase Price 2006

The Purchase Price for the Old Shareholders is to be increased by *** of the amount by which the turnover [ Umsatz ] of RÖNTEC AG or the Bruker-Röntec Division exceeds an amount of EUR *** during the period between 1 January 2006 and 31 December 2006 (hereinafter referred to as the “ Supplemental Purchase Price 2006 ”). Thus, if the turnover of Bruker-Röntec Division does not exceed the amount of EUR *** in the stated period of time, no Supplemental Purchase Price 2006 is to be paid. In the event that the Bruker Röntec Division is expanded in the field of x-ray microanalysis by the acquisition of other activities, the Supplemental Purchase Price 2006 is limited to a total amount of EUR ***. The maximum amount of EUR *** results from subtracting the amount allocable to the Small Shareholders (EUR ***) from EUR ***. The Supplemental Purchase Price 2006 will be distributed among the Old Shareholders Pursuant to the information in Exhibit P4 (Part 3). The Financial Investors do not receive any portion of the Supplemental Purchase Price 2006.

4.2

Supplemental Purchase Price 2007

The Purchase Price allocable to the Old Shareholders is to be further increased by *** of the amount by which the turnover of RÖNTEC AG or the Bruker-Röntec Division during the period between 1 January 2007 and 31 December 2007 exceeds the turnover during the period between 1 January 2006 and 31 December 2006 (hereinafter referred to as the “ Supplemental Purchase Price 2007 ”). If the turnover during the period between 1 January 2006 and 31

[ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

December 2006 is less than EUR ***, the Supplemental Purchase Price 2007 is *** of the amount by which the turnover of the Bruker-Röntec Division during the period between 1 January 2007 and 31 December 2007 exceeds EUR ***. Thus, if the turnover of the Bruker-Röntec Division during the period between 1 January 2007 and 31 December 2007 does not exceed EUR ***, or if it does not exceed the turnover during the period between 1 January 2006 and 31 December 2006, no Supplemental Purchase Price 2007 is to be paid. In the event that the Bruker-Röntec Division is expanded in the field of x-ray microanalysis by the acquisition of other activities, the Supplemental Purchase Price 2007 is limited to a total of EUR ***. The maximum amount of EUR *** results from subtracting the amount allocable to the Small Shareholders (EUR ***) from EUR ***. The Supplemental Purchase Price 2007 will be distributed among the Old Shareholders Pursuant to the information in Exhibit P4 (Part 3). The Financial Investors do not receive any portion of the Supplemental Purchase Price 2007.

4.3

Determination of the Relevant Turnover

4.3.1

The turnover used to determine the Supplemental Purchase Price 2006 and the Supplemental Purchase Price 2007 during the periods set forth in Clauses 4.1 and 4.2 is to be determined on the basis of US GAAP as applied by the Purchaser. The Old Shareholders, to the extent that they are in a service or employment relationship with RÖNTEC AG, undertake not to shift turnover of RÖNTEC AG or the Bruker-Röntec Division ordinarily anticipated in the calendar year 2005 to the calendar year 2006 or to shift turnover ordinarily anticipated in the calendar year 2007 or 2008 to the respective preceding calendar year.

4.3.2

To the extent that product lines of the Bruker-Röntec Division are moved to other sites of the Purchaser, the turnover of Bruker-Röntec generated there is to be added for purposes of calculating the Supplemental Purchase Prices.

4.3.3

Thomas Schülein is exclusively entitled to manage and supervise, alone and/or with the help of advisers, the preparation and audit of the turnover figures for the stated calendar years and to inspect the relevant documents.

[ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.

4.4

Due Date, Payment and Adjustment of the Supplemental Purchase Prices

4.4.1

With regard to the portions of the Supplemental Purchase Price 2006 and the Supplemental Purchase Price 2007 payable to the Old Shareholders, 50% is to be paid in cash (“ Supplemental Cash Purchase Price 2006 ” or “ Supplemental Cash Purchase Price 2007 ”) and 50% is to be paid in Restricted Shares (“ Supplemental Purchase Price in Kind 2006 or “ Supplemental Purchase Price in Kind 2007 ”) to the Old Shareholders.

4.4.2

The Supplemental Cash Purchase Price 2006, the Supplemental Cash Purchase Price 2007 and the Supplemental Purchase Price in Kind 2007 to be determined and paid to the Old Shareholders pursuant to the provisions in Clauses 4.1, 4.2 and 4.4.1 is reduced, however, by the Reduction Amount, i.e. by a total of 50% of that amount by which the subsidies for subsidy periods after the Closing Date set forth in Exhibit 3.2 are reduced during a period of 12 calendar months after the Closing Date; the reduction shall not, however, exceed EUR 100,000.00. The Reduction Amount is first to be set off against the Supplemental Cash Purchase Price 2006 and, in the event that the Reduction Amount exceeds the Supplemental Cash Purchase Price 2006, the difference is then to be set off against the Supplemental Cash Purchase Price 2007 and, in the event that the Reduction Amount exceeds the Supplemental Cash Purchase Price 2006 and the Supplemental Cash Purchase Price 2007, any remaining difference shall be set off against the Supplemental Purchase Price in Kind 2007.

4.4.3

The Supplemental Cash Purchase Price 2006 and the Supplemental Purchase Price in Kind 2006 are due for payment on 15 March 2007; the Supplemental Cash Purchase Price 2007 and the Supplemental Purchase Price in Kind 2007 are due on 15 March 2008 or, if any of the above dates is not a Banking Day, on the next Banking Day, in each case less any reductions pursuant to Clause 4.4.2.

4.4.4

The Supplemental Cash Purchase Price 2006 and the Supplemental Cash Purchase Price 2007, less any reductions under Clause 4.4.2, are allocated to the Old Shareholders proportionate to their respective interests in the Base Purchase Price as set forth in Exhibit P4 (Part 3) and are to be paid by transfer to the bank accounts of the respective Old Shareholder set forth in the above Exhibit. The provision under Clause 3.3.8 applies mutatis mutandis .

4.4.5

The Supplemental Purchase Price in Kind 2006 and the Supplemental Purchase Price in Kind 2007, less any reductions under Clause 4.4.2, are allocated to the Old Shareholders proportionate to their respective interests in the Purchase Price as set forth in Exhibit P4 (Part 3) and are to be rendered by transfer of Registered Shares to the Old shareholders. When determining the

number of Registered Shares to be transferred as Supplemental Purchase Price in Kind 2006 and Supplemental Purchase Price in Kind 2007, the provisions in Clauses 3.3.6.1 through 3.3.7 apply accordingly, except that that the relevant rates for the exchange of Euros into US Dollars as well as for determining the relevant closing price of the Registered Shares traded on the Nasdaq will be determined as of 10 March 2007 for the Supplemental Purchase Price in Kind 2006 and on 10 March 2008 for the Supplemental Purchase Price in Kind 2007 or, to the extent that these dates are not Banking Days, on the next Banking Day.

4.4.6

The Purchaser is entitled at any time to pay the Supplemental Purchase Price in Kind 2006 or the Supplemental Purchase Price in Kind 2007 completely or partially in cash to the bank accounts of the Sellers set forth in Exhibit P3 (Part 4).

4.5

Loss of Claim for Payment of a Supplemental Purchase Price

The claim of the Old Shareholders, except for the Old Shareholders Martin Gander, Rainer Schädlich, Gerd Liebezeit and Prof. Dr. Norbert Langhoff, for payment of a Supplemental Purchase Price 2006 and/or payment of a Supplemental Purchase Price 2007 is lost if the employment or service relationship with the relevant Old Shareholder is terminated by the relevant Old Shareholder prior to 15 March 2007 in the case of the Supplemental Purchase Price 2006 or before 15 March 2008 in the case of the Supplemental Purchase Price 2007. The claim of the Old Shareholders, except for the Old Shareholders Martin Gander, Rainer Schädlich, Gerd Liebezeit and Prof. Dr. Norbert Langhoff, for payment of a Supplemental Purchase Price in Kind 2006 and/or payment of a Supplemental Purchase Price in Kind 2007 is also lost if the employment or service relationship with the relevant Old Shareholder is terminated by RÖNTEC AG or its legal successor for good cause [ wichtiger Grund ] prior to 15 March 2007 in the case of the Supplemental Purchase Price in Kind 2006 or prior to 15 March 2008 in the case of the Supplemental Purchase Price in