ASSET PURCHASE AGREEMENT
THIS AGREEMENT made and entered into as of October 21, 2005, by and among Bruker AXS Inc.,
a Delaware corporation (“ Buyer ”), Princeton Gamma-Tech Instruments, Inc., a New Jersey corporation (“
Seller ”) and Princeton Gamma-Tech (UK), Ltd., a United Kingdom corporation (“ PGT-UK ”), as well as Finn-
Partners, Inc. and Third Letter Corporation (collectively “ Principal Stockholders ”).
A. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of
the assets relating to, required for, used in or otherwise constituting the Business (as defined below), in exchange
for the consideration set forth below.
B. The parties desire to set forth certain additional agreements they have reached in connection
with the Business.
NOW, THEREFORE, in consideration of the covenants, representations, warranties and mutual
agreements set forth herein, and for other good and valuable consideration, intending to be legally bound hereby,
the parties hereto hereby agree as follows:
Capitalized Terms . The following capitalized terms shall have the meanings set forth below:
(a) “ Acquired Assets ” shall have the meaning set forth in Section 2.1 .
(b) “ Actions or Proceedings ” shall have the meaning set forth in Section 2.5(b) .
(c) “ Agreement ” means this Asset Purchase Agreement and all exhibits and attached schedules.
(d) “ Allocation ” shall have the meaning set forth in Section 3.3 .
(e) “ Assumed Liabilities ” shall have the meaning set forth in Section 2.6 .
(f) “ Benefits Liabilities ” means any and all claims, debts, liabilities, commitments and
obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever or however arising, including all costs and expenses relating thereto,
and including those debts, liabilities and obligations arising under law, rule, regulation,