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0001109354
0001109354
2024-05-29
2024-05-29
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 29, 2024
BRUKER CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-30833 |
|
04-3110160 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
40 Manning Road
Billerica, MA 01821
(Address of principal executive offices, including Zip Code)
(978) 663-3660
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Common Stock, $0.01 par value per share |
|
BRKR |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item
1.01 |
Entry
into a Material Definitive Agreement |
On May 29, 2024, Bruker Corporation
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc.
and J.P. Morgan Securities LLC (the “Underwriters”), relating to an underwritten public offering (the “Offering”)
of 6,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). The Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price to the Underwriters
of $67.29 per share (the “offering price”). Pursuant to the Underwriting Agreement, the Company also has granted the Underwriters
the right to purchase from the Company up to an additional 900,000 shares of Common Stock (the “Option Shares” and, together
with the Firm Shares, the “Shares”), exercisable within a 30-day period, at the offering price.
The Offering was made pursuant
to an automatically effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”)
on May 29, 2024 (File No. 333-279783) and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.
The Underwriting Agreement
contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject
to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement does not purport to be complete and
is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated
by reference herein.
A copy of the legal opinion,
including the related consent, of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares in the
Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On May 29, 2024, the Company
issued press releases announcing that it had launched and priced the Offering. Copies of the press releases are attached as Exhibits 99.1
and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BRUKER CORPORATION
(Registrant) |
| |
|
|
| Date: May 31, 2024 |
By: |
/s/ GERALD N. HERMAN |
| |
|
Name: Gerald N.
Herman |
| |
|
Title: Executive Vice
President and Chief Financial Officer |
Exhibit 1.1
BRUKER CORPORATION
(a Delaware corporation)
6,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
Dated: May 29, 2024
BRUKER CORPORATION
(a Delaware corporation)
6,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
May 29, 2024
BofA Securities, Inc.
J.P. Morgan Securities LLC
| |
One Bryant Park |
| |
New York, New York 10036 |
| c/o |
J.P Morgan Securities LLC |
| |
383 Madison Avenue |
| |
New York, New York 10179 |
Ladies and Gentlemen:
Bruker Corporation, a Delaware
corporation (the “Company”) confirms its agreement with BofA Securities, Inc. (“BofA”), J.P. Morgan Securities
LLC (“JPM”, and together with BofA, the “Underwriters,” which term shall also include any underwriter substituted
as hereinafter provided in Section 10 hereof), with respect to (i) the sale by the Company and the purchase by the Underwriters,
acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common
Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly,
of the option described in Section 2(b) hereof to purchase all or any part of 900,000 additional shares of Common Stock. The
aforesaid 6,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part
of the 900,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”)
are herein called, collectively, the “Securities.”
The Company understands that
the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this underwriting
agreement (“this Agreement”) has been executed and delivered.
The Company has prepared and
filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “1933
Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), a registration statement
(File No. 333-279783), including a prospectus, relating to the Securities. Such registration statement, amended at the time it became
effective, including the information, if any, deemed pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act Regulations
to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”) is referred to herein
as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included
in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to
Rule 424(a) under the 1933 Act and the prospectus included in the Registration Statement at the time of its effectiveness that
omits Rule 430 Information; and the term “Prospectus” means the prospectus in the form first used (or made available
upon request of purchasers pursuant to Rule 173 under the 1933 Act) in connection with confirmation of sales of the Securities. If
the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the 1933 Act (the “Rule 462
Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include
such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein pursuant
to Item 12 of Form S-3 under the 1933 Act, as of the effective date of the Registration Statement or the date of such Preliminary
Prospectus or the Prospectus, as the case may be. Promptly after execution and delivery of this Agreement, the Company will prepare and
file a final prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act Regulations
(“Rule 424(b)”). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus,
the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).
As used in this Agreement:
“Applicable
Time” means 6:00 P.M., New York City time, on May 29,
2024 or such other time as agreed by the Company and BofA.
“General Disclosure
Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary
prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and
the information included on Schedule B-1 hereto, all considered together.
“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of
the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant
to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being specified in
Schedule B-2 hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of,
or Rule 163B under the 1933 Act.
“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under
the 1933 Act.
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include
all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration
Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and
all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the “1934 Act”), incorporated or deemed to be incorporated by reference in the Registration
Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time,
the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
(i) Registration
Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement
is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible
for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under
the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have
been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any)
from the Commission for additional information.
Each of the Registration
Statement and any post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters
pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery,
complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each
preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in
each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the
applicable requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.
The documents incorporated
or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time
they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934
Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, at the Closing
Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable
Time and any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing
Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication,
when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact
or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the
time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed
to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration
Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read
together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be,
did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto),
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with
written information furnished to the Company by any Underwriter expressly for use therein. For purposes of this Agreement, the only information
so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,”
the information in the second, third and fourth paragraph under the heading Underwriting–Price Stabilization, Short Positions”
and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus
(collectively, the “Underwriter Information”).
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration
Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed
to be a part thereof that has not been superseded or modified. Any offer that is a written communication relating to the Securities made
prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this
paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption
provided by Rule 163 under the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of
Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of
the 1933 Act provided by Rule 163. The representations and warranties in this subsection shall not apply to statements in or omissions
from any Issuer Free-Writing Prospectus made in reliance upon and in conformity with the Underwriter Information.
(iv) Well-Known
Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company
or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer
relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of the Applicable Time, the
Company was and is a “well-known seasoned issuer” (as defined in Rule 405).
(v) Testing-the-Waters
Materials. The Company (A) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Underwriters with (x) entities that are reasonably believed to be qualified institutional buyers within the
meaning of Rule 144A under the 1933 Act or (y) institutions that are reasonably believed to be accredited investors within the
meaning of Rule 501 under the 1933 Act, and otherwise in compliance with the requirements of either Section 5(d) or Rule 163B
under the 1933 Act and (B) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications.
The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-3 hereto.
(vi) Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company be considered an ineligible issuer.
(vii) Independent
Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement,
the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations,
the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board.
(viii) Financial
Statements; Non-GAAP Financial Measures. The financial statements incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial
position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been
prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information
required to be stated therein. The summary financial information included in the Registration Statement, the General Disclosure Package
and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements incorporated by reference therein. Except as incorporated by reference therein, no historical
or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained
in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the
1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting
Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the
information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable
thereto.
(ix) No
Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given
in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there
have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly
dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital stock.
(x) Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws
of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as
described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.
(xi) Good
Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation
S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing
in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority
to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure
Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify
or to be in good standing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except
as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,
directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None
of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder
of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024,
and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant
subsidiary” as defined in Rule 1-02 of Regulation S-X.
(xii) Capitalization.
The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any
securityholder of the Company.
(xiii) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiv) Authorization
and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance
and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against
payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities
is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material
respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus
and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities
will be subject to personal liability solely by reason of being such a holder.
(xv) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement, other
than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and have been
waived or have lapsed in accordance with their terms.
(xvi) Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws
or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties
or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults
that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of
any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative
agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties,
assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including
the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption
“Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary
corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute
a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance
upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts,
breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected
to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws
or similar organizational document of the Company or any of its subsidiaries or (y) any law, statute, rule, regulation, judgment,
order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives
the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(xvii) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any
subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.
(xviii) Absence
of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no
action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the
Company, threatened, against or affecting the Company or any of its subsidiaries, which would, singly or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, or which would, singly or in the aggregate, reasonably be expected to materially and
adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance
by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or
any such subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the
Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business,
would not, singly or in the aggregate, reasonably be expected to not result in a Material Adverse Effect.
(xix) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure
Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
(xx) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with
the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except
such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the Nasdaq Global
Select Market, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(xxi) Possession
of Licenses and Permits. Each of the Company and its subsidiaries possesses, and is in compliance with the terms of, all applications,
certificates, approvals, clearances, registrations, exemptions, franchises, licenses, permits, consents and other authorizations materially
necessary to conduct their respective businesses (collectively, “Governmental Licenses”), issued by the appropriate Governmental
Entities, including, without limitation, all Governmental Licenses required by the FDA and/or by any other U.S., state, local or foreign
government or regulatory agency, except where the failure to hold such Governmental Licenses and be in compliance would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. All
Governmental Licenses are in full force and effect and neither the Company nor any of its subsidiaries is in violation of any term or
conditions of any Governmental License other than for such violations which would not, singly or in the aggregate, result in a Material
Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in
a Material Adverse Effect. To the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would
allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any Governmental License, other
than such events which would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its
subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses and,
to the knowledge of the Company, no Governmental Entity has taken any action to limit, suspend or revoke any Governmental License possessed
by the Company, the revocation, modification, limitation or suspension of which would singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
(xxii) Title
to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to
all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the
Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases
material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force
and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by
anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning
the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
(xxiii) Possession
of Intellectual Property.
(a) The
Company and its subsidiaries own or possess, or have a valid license to, or can acquire on reasonable terms, adequate rights to all material
patents, patent applications, inventions, statutory invention rights, invention disclosures, rights in utility models and industrial designs,
registered and unregistered copyrights, technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), Internet domain names, social media accounts, trademarks, service
marks, business or trade names, logos, slogans, trade dress and any other designations of source or origin, and any applications (including
provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the
foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) used
to carry on their respective businesses as now operated by them as described in the Registration Statement, the General Disclosure Package
and the Prospectus Summary. For the avoidance of doubt, nothing in this Section (1)(a)(xxiii)(a) shall be construed as a representation
regarding the Company or its subsidiaries infringing, misappropriating or violating third-party Intellectual Property.
(b) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries
has received any notice or is otherwise is aware of any facts or circumstances which would render any Intellectual Property invalid or
inadequate to protect the interest of the Company or any of its subsidiaries therein, and which invalidity or inadequacy, singly or in
the aggregate, would result in a Material Adverse Effect.
(c) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries
has received any notice of or, except as would not reasonably be expected to have a Material Adverse Effect, have engaged in, any infringement,
misappropriation or other violation of or conflict with any Intellectual Property.
(d) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the knowledge
of the Company threatened, action, suit, proceeding or claim regarding any such infringement, misappropriation or violation, and the Company
is unaware of any facts or circumstances which would form a reasonable basis for any such claim.
(e) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, all Intellectual Property, except for applications
therein, owned by or exclusively licensed to the Company or any of its subsidiaries (such Intellectual Property, the “Company Intellectual
Property”) is subsisting, in full force and effect, and, to the Company’s knowledge, valid and enforceable.
(f) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, all Company Intellectual Property has been
duly maintained and there are no defects in, including in connection with the applicable patent office filing procedures and prosecution
procedures of, any of the material Company Intellectual Property.
(g) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending, and the Company and
its subsidiaries have received no notice of any threatened, action, suit, proceeding or claim by any third party challenging the Company’s
or any of its subsidiaries rights in or the validity, ownership, registrability, enforceability or scope of any Company Intellectual Property
and the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim.
(h) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, no third party is, to the Company’s
knowledge, infringing, misappropriating or otherwise violating any of the Company Intellectual Property, and there is no pending or threatened
action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the foregoing.
(i) (A) The
Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed
to the Company or any of its subsidiaries, (B) the Company and its subsidiaries have not received any written notice alleging any
such noncompliance and are unaware of any facts which would form a reasonable basis for any such claim and (C) all such agreements
are in full force and effect according to their terms.
(j) Each
person who is or was an employee or contractor of the Company or any of its subsidiaries and who is, was or is expected to be involved
in the creation or development of any material Intellectual Property for or on behalf of the Company or any of its subsidiaries has executed
a valid written agreement containing an enforceable assignment to the Company or any of its subsidiaries such person’s rights in
and to such material Intellectual Property and, to the Company’s knowledge, no employee of the Company or any of its subsidiaries
is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation
relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed
with the Company or any of its subsidiaries.
(k) The
Company and its subsidiaries take and have taken commercially reasonable steps necessary to maintain and protect the confidentiality of
the material trade secrets and other material confidential Company Intellectual Property used in connection with the business of the Company
and its subsidiaries as now operated by them and, to the Company’s knowledge, the confidentiality of such material trade secrets
and material confidential Company Intellectual Property has not been disclosed to or accessed by any third party except pursuant to appropriate
nondisclosure and confidentiality agreements.
(l) Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, no university, military, educational institution, research center, Governmental
Entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business
of the Company or any of its subsidiaries now operated by them that (1) has any claim of right to, ownership of or other lien on
any Company Intellectual Property or (2) would affect the proprietary nature of any Company Intellectual Property or restrict the
ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.
(xxiv) Environmental
Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or
in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries
is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of
common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release
or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products,
asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the
Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each
in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings
relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are
no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to
Hazardous Materials or any Environmental Laws.
(xxv) Accounting
Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting
(as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient
to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization;
(B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization;
(D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material
respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as described in the
Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal
year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)
and (2) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or
is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and
each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15
under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that
it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer
or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
(xxvi) Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related
to certifications.
(xxvii) Payment
of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed
as of the date hereof (after giving effect to any extensions provided by law that have been requested) and all taxes shown by such returns
or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly
taken in good faith by the Company and as to which adequate reserves have been provided in accordance with GAAP by the Company or which,
singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The United States federal income
tax returns of the Company through the fiscal year ended December 31, 2023 have been settled and no assessment in connection therewith
has been made against the Company. The Company and its subsidiaries have filed all other tax returns that are required to have been filed
by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not, singly
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and have paid all taxes due pursuant to such returns
or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been established by the Company. The charges, accruals and reserves on the books of the Company
in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments
for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, singly or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.
(xxviii) Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in
such amounts and covering such risks as is generally maintained by companies of established repute and comparable size engaged in the
same or similar business, and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its
subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain
comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost
that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither of the Company nor
any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.
(xxix) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be
required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
(xxx) Absence
of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly
or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation
of Regulation M under the 1934 Act.
(xxxi) Foreign
Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly
or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality
of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such
term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention
of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.
(xxxii) Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);
and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to
the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xxxiii) OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or
representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target
of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, His
Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the
Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or
indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries,
joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at
the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including
any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
(xxxiv) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company
(i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does
not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.
(xxxv) Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package
or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate
in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(xxxvi) Information
Technology, Cybersecurity and Data Protection. (A) There has been no material security breach or incident of or relating to the
Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases
(including personally identifiable information, the data and information of their respective customers, employees, suppliers, vendors
and any third party data maintained, processed or stored by the Company and its subsidiaries, and to the Company’s knowledge any
such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively,
“IT Systems and Data”), (B) neither the Company nor any of its subsidiaries have been notified of, and each of
them have no knowledge of any event or condition that could result in, any material security breach or incident of or relating to their
IT Systems and Data, and (C) the Company and its subsidiaries have implemented reasonable technical, administrative and physical
safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably
consistent with industry standards and practices, or as required by applicable laws, contractual obligations and regulatory standards.
The IT Systems and Data are adequate and operational for, in accordance with their documentation and functional specifications, the business
of the Company and its subsidiaries as now operated and as currently proposed to be conducted as described in the Registration Statement,
the General Disclosure Package and the Prospectus Supplement. None of the software developed or owned by the Company or its subsidiaries
is subject to any escrow obligation or any condition, obligation or other requirement that it be licensed pursuant to a free or open source
software license or that the source code for such software be delivered, disclosed, licensed or otherwise made available to any other
person. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,
orders, rules and regulations of any court or arbitrator or Governmental Entity or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Data, including the collection, use, transfer, processing, disposal,
disclosure, handling, storage and analysis of personally identifiable information, protected health information, consumer information
and other confidential information of the Company and any third parties in their possession (“Sensitive Company Data”),
and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. The Company and its
subsidiaries have taken commercially reasonable steps necessary to maintain the confidentiality of all material Sensitive Company Data.
The Company and its subsidiaries have not received any written notice, claim, complaint, demand or letter from any person or Governmental
Entity under applicable data security and data protection laws and regulations and industry standards regarding the misuse, loss, unauthorized
destruction or unauthorized disclosure of any Sensitive Company Data. Except as would not, singly or in the aggregate, reasonably be expected
to result in a Material Adverse Effect, there has been no unauthorized or illegal use of or access to any Sensitive Company Data by any
third party, and the Company has not been required to notify any individual or data protection authority of any information security breach,
compromise or incident involving Sensitive Company Data and is not the subject of any inquiry or investigation by any Governmental Entity
or data protection authority regarding any of the foregoing.
(xxxvii) Uyghur
Forced Labor Prevention Act. To the best of the knowledge of the Company, the operations of neither the Company nor any of its subsidiaries
involve the sale or import into the United States of any goods, wares, articles, or merchandise mined, produced, or manufactured wholly
or in part in the Xinjiang Uyghur Autonomous Region of the People's Republic of China, or produced by an entity on the Department of Homeland
Security’s UFLPA Entity List. In the past five (5) years, none of the goods the Company or any of its subsidiaries have
sold or imported into the United States have been seized by Customs and Border Patrol as being contrary to Section 307 of the Tariff
Act of 1930 due to the use of forced labor in China in the production of such goods, and neither the Company nor its subsidiaries have
been the subject of any fines, penalties, enforcement actions, litigation, or other liability in relation to the use of forced labor or
alleged forced labor in the supply chain of the products it sells or imports into the United States.
(xxxviii) Compliance
with Health Care Laws. The Company and its subsidiaries are and at all times have been, in compliance in all respects, except where
non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and
its subsidiaries, taken as a whole, with all applicable Health Care Laws. For purposes of this Agreement, “Health Care Laws”
shall mean all health care laws and regulations applicable to the Company and its subsidiaries, each as amended from time to time, including,
but not limited to:
(1) the
Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), and the regulations promulgated thereunder;
(2) all
applicable federal, state, local and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute
(42 U.S.C. §1320a-7b(b)), the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the civil False Claims Act (31 U.S.C.
§§ 3729 et seq.), the criminal False Claims Act (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud
and abuse, including, but not limited to, 18 U.S.C. Sections 286, 287, 1347 and 1349, and the health care fraud criminal provisions under
the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq.) (“HIPAA”), the exclusion
laws (42 U.S.C. § 1320a-7), the Stark Law (42 U.S.C. § 1395nn), the civil monetary penalties law (42 U.S.C. § 1320a-7a),
and applicable laws governing government funded or sponsored healthcare programs;
(3) HIPAA,
as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §17921 et seq.);
(4) medical
device-related licensure, quality, safety and accreditation requirements under applicable federal, state, local or foreign laws or regulatory
bodies; and
(5) all
other laws and regulations applicable to ownership, testing, development, manufacture, packaging, processing, use, distribution, storage,
import, export or disposal of the medical device products distributed by the Company; including, but not limited to, the FDA’s current
good manufacturing practice regulations at 21 CFR Part 820.
Neither the Company nor any of its subsidiaries
has received any written notification or correspondence of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action from any Governmental Entity or third party of potential or actual non-compliance by, or liability of, the Company or
its subsidiaries under any Health Care Laws nor, to the knowledge of the Company, is any such claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action pending or threatened (“Action”), which singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect on the Company
and its subsidiaries, taken as a whole.
Except as would not, singly or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (i) the
Company and its subsidiaries have filed, maintained or submitted all reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments as required by any Health Care Laws, and (ii) all such reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed in all material
respects (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its subsidiaries is a party to
or has any ongoing mandatory reporting obligations to any Governmental Entity pursuant to any corporate integrity agreements, deferred
prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction, or similar binding agreements
with or imposed by any Governmental Entity. Additionally, none of the Company or any of its subsidiaries or controlled affiliates, or
to the Company’s knowledge, any other affiliate, or any director, officer, or employee thereof, or, to the Company’s knowledge,
any agent or representative of the Company or of any of its subsidiaries or affiliates, has been excluded, suspended, disqualified or
debarred from participation in any U.S. federal health care program or, to the Company’s knowledge, is subject to a governmental
inquiry, investigation, proceeding, or other similar action that could result in debarment, suspension, disqualification or exclusion
or, to the Company’s knowledge, has been convicted of any crime or engaged in any conduct that would reasonably be expected to result
in debarment under 21 U.S.C. § 335a or comparable foreign law. The Company has not received any warning letter, untitled letter or
other written correspondence or written notice from any Governmental Entity alleging or asserting noncompliance with (x) any Health
Care Laws or (y) any Governmental Licenses (as defined above) required by any such Health Care Laws, which singly or in the aggregate,
would reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.
(xxxix) Compliance
by Suppliers. To the knowledge of Company, the manufacturing facilities and operations of its suppliers, are operated in compliance
with all Health Care Laws, except as would not reasonably be expected to result in a Material Adverse Effect on the Company and its subsidiaries,
taken as a whole.
(xl) Safety
Notices. The Company has not received any written warnings, investigator notices, safety alerts or other notices of action from any
Governmental Entity relating to an alleged lack of safety, efficacy, or regulatory compliance of the Company’s or any of its subsidiaries’
products (“Safety Notices”), and (ii), to the Company’s knowledge, there are no facts that would be reasonably likely
to result in a Safety Notice with respect to the Company’s or any of its subsidiaries’ products or services.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriters or to
counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered
thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) Initial
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees
to purchase from the Company at the price per share set forth in Schedule A, that number of Initial Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as BofA
in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
(b) Option
Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional
900,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may
be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice
by the Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising
the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date
of Delivery”) shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of
said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities,
each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then
being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total
number of Initial Securities, subject, in each case, to such adjustments as BofA in its sole discretion shall make to eliminate any sales
or purchases of fractional shares.
(c) Payment.
Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at
the offices of Allen Overy Shearman Sterling US LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as shall be
agreed upon by the Underwriters and the Company at 9:00 A.M. (New York City time) on the first (second, if the pricing occurs
after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters
and the Company (such time and date of payment and delivery being herein called “Closing Time”).
In addition, in the event
that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates
or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be
agreed upon by the Underwriters and the Company, on each Date of Delivery as specified in the notice from BofA to the Company.
Payment shall be made to the
Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriters
for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It
is understood that J.P. Morgan has authorized BofA, for its account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. BofA, individually and not as representative
of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities,
if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
SECTION 3. Covenants
of the Company. The Company covenants with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will promptly notify the Underwriters, and confirm the notice in writing (which may be via email), (i) when
any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall
have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference therein
or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus,
or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning
the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection
with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the
time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary
to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such prospectus. The Company will use its reasonable best efforts
to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at
as soon as practicable. The Company shall pay the required Commission filing fees relating to the Securities within the time required
by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table
in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of
a prospectus filed pursuant to Rule 424(b)).
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration
Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but
for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933
Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it
is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order
that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package
or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement
the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, the Company will promptly (A) give the Underwriters notice of such event, (B) prepare any amendment or
supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package
or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Underwriters
with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that
the Company shall not file or use any such amendment or supplement to which the Underwriters or counsel for the Underwriters shall reasonably
object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably
request. The Company has given the Underwriters notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48
hours prior to the Applicable Time; the Company will give the Underwriters notice of its intention to make any such filing from the Applicable
Time to the Closing Time and will furnish the Underwriters with copies of any such documents a reasonable amount of time prior to such
proposed filing, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters
shall reasonably object.
(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Underwriters and counsel for the Underwriters, if requested,
without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith
or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of
all consents and certificates of experts, and will also deliver to the Underwriters, if requested, without charge, a conformed copy of
the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies
of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for
the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(e) Blue
Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriters
may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities;
provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect
of doing business in any jurisdiction in which it is not otherwise so subject.
(f) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders
as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the
last paragraph of Section 11(a) of the 1933 Act.
(g) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration
Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(h) Listing.
The Company will use its best efforts to effect and maintain the listing of the Securities on the Nasdaq Global Select Market.
(i) Restriction
on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written
consent of BofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the
1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise
or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. The foregoing
sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon
the exercise of an option or warrant, the vesting or settlement of a restricted stock unit, in each case outstanding on the date hereof
and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock
issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration
Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee
director compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and
the Prospectus, or (E) grants of stock options or other awards pursuant to the terms of a plan or arrangement in effect on the date
hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus.
(j) Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report
the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.
(k) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Underwriters, it will not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under
Rule 433; provided that the Underwriters will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule
B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has
been reviewed by the Underwriters. The Company represents that it has treated or agrees that it will treat each such free writing prospectus
consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433,
and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing
with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict
with the information contained in the Registration Statement, which has not been suspended or modified, any preliminary prospectus or
the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company
will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
(l) Testing-the-Waters
Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event
or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
SECTION 4. Payment
of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each
Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any reasonable costs associated with electronic
delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates
or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties
payable upon the sale, issuance or delivery of the Securities to or by the Underwriters, (iv) the fees and disbursements of the Company’s
counsel, accountants and other advisors, (v) subject to the limitation set forth in clause (viii) below, the qualification of
the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the
Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the
costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the
marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees
and expenses of any consultants engaged by the Company in connection with the road show presentations, travel and lodging expenses of
the representatives and officers of the Company and any such consultants (it being understood that the Underwriters will pay or cause
to be paid the travel and lodging expenses of their representatives), (viii) the fees and expenses incurred in connection with the
listing of the Securities on the Nasdaq Global Select Market and (ix) the costs and expenses (including, without limitation, any
damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for
sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).
(b) Termination
of Agreement. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5, Section 9(a)(i) or
(iii) or Section 10 hereof, the Company shall reimburse the Underwriters for all of their reasonably incurred and documented
out-of-pocket expenses that were actually incurred, including the reasonable and documented fees and disbursements of counsel for the
Underwriters; provided that if this Agreement is terminated pursuant to Section 10 hereof, the Company will have no obligation to
reimburse any defaulting Underwriter .
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement has become effective and, at the Closing Time, no stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have
been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied with each request (if
any) from the Commission for additional information. The Company shall have paid the required Commission filing fees relating to the Securities
within the time period required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and
otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations and, if applicable, shall have updated
the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).
(b) Opinion
and Negative Assurance Letter of Counsel for Company. At the Closing Time, the Underwriters shall have received the favorable opinion
and negative assurance letter, dated the Closing Time, of Morgan, Lewis & Bockius LLP, counsel for the Company, in form and substance
reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other
Underwriters.
(c) Opinion
and Negative Assurance Letter of Counsel for Underwriters. At the Closing Time, the Underwriters shall have received the favorable
opinion and negative assurance letter, dated the Closing Time, of Allen Overy Shearman Sterling US LLP, counsel for the Underwriters,
in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other
Underwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law
of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon
the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries
and certificates of public officials.
(d) Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, and the Underwriters shall have received a certificate of
the Chief Executive Officer or the President of the Company and of the chief financial or chief accounting officer of the Company, dated
the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties
of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing
Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at
or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act
has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings
for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.
(e) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Underwriters shall have received from PricewaterhouseCoopers
LLP a letter, dated such date, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in
the Registration Statement, the General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At the Closing Time, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter, dated as of the
Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section,
except that the specified date referred to shall be a date not more than two business days prior to the Closing Time.
(g) Approval
of Listing. At the Closing Time, the Securities shall have been approved for listing on the Nasdaq Global Select Market, subject only
to official notice of issuance.
(h) Lock-up
Agreements. At the date of this Agreement, the Underwriters shall have received an agreement substantially in the form of Exhibit A
hereto signed by the persons listed on Schedule C hereto.
(i) No
Rating. Neither the Company nor its subsidiaries have any debt securities or preferred stock that are rated by any “nationally
recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act).
(j) Chief
Financial Officer Certificate with respect to Certain Data. On the date of this Agreement the Company shall have furnished to the
Underwriters a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer
with respect to certain data contained in the General Disclosure Package, the Prospectus and certain Marketing Materials, providing “management
comfort” with respect to such information, in form and substance satisfactory to the Underwriters.
(k) Chief
Financial Officer Certificate with respect to Certain Data and Intellectual Property. At the Closing Time, the Company shall have
furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, of its chief financial officer
with respect to certain Intellectual Property matters, as well as certain data contained in the General Disclosure Package, the Prospectus
and certain Marketing Materials, in form and substance satisfactory to the Underwriters.
(l) Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements
in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery
and, at the relevant Date of Delivery, the Underwriters shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial
or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof
remains true and correct as of such Date of Delivery.
(iii) Opinion
and Negative Assurance Letter of Counsel for Company. If requested by the Underwriters, the favorable opinion and negative assurance
letter of Morgan, Lewis & Bockius LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for
the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise
to the same effect as the opinion required by Section 5(b) hereof.
(v) Opinion
and Negative Assurance Letter of Counsel for Underwriters. If requested by the Underwriters, the favorable opinion and negative assurance
letter of Allen Overy Shearman Sterling US LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities
to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
(vi) Bring-down
Comfort Letter. If requested by the Underwriters, a letter from PricewaterhouseCoopers LLP, in form and substance satisfactory
to the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters
pursuant to Section 5(e) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph
shall be a date not more than two business days prior to such Date of Delivery.
(vii) Chief
Financial Officer Certificate with respect to Certain Data and Intellectual Property. If requested by the Underwriters, a certificate
from the chief financial officer of the Company for certain Intellectual Property matters, as well as certain data contained in the General
Disclosure Package, the Prospectus and certain Marketing Materials, in form and substance satisfactory to the Underwriters and dated such
Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion
required by Section 5(k) hereof.
(m) Additional
Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such
customary documents and certificates as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale
of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment
of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters.
(n) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing
Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by such Underwriters by
notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall
be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 14, 15,
16 and 17 shall survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under
the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be
a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication,
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing
Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically),
or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters
Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by BofA), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by BofA,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected
by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no
event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification
or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on
the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection
with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to
this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters
of the Securities.
The relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement
or omission or alleged omission.
Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the total compensation received by such
Underwriter in connection with the Securities underwritten by it and distributed to the public.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any
Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
SECTION 9. Termination
of Agreement.
(a) Termination.
The Underwriters may terminate this Agreement by notice to the Company at any time at or prior to the Closing Time (i) if there has
been, in the judgment of such Underwriters, since the time of execution of this Agreement or since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change
in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof
or other calamity or crisis or any change or development involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or
inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading
in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or (iv) if
trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges
or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe,
or (vi) if a banking moratorium has been declared by either Federal or New York authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15, 16 and 17 shall survive such termination
and remain in full force and effect.
SECTION 10. Default
by One of the Underwriters. If one of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities
which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriter
shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein set forth; if, however, such non-defaulting Underwriter shall not have
completed such arrangements within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, the non-defaulting Underwriter
shall be obligated to purchase the full amount thereof, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect
to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell,
the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which
does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the (i) Underwriters or (ii) the Company shall have the right to postpone Closing Time or the relevant
Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”
includes any person substituted for an Underwriter under this Section 10.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to BofA at One Bryant Park, New York, New York
10036, Attention: Syndicate Department (email: dg.ecm_execution_services@bofa.com), with a copy to ECM Legal (email: dg.ecm_legal@bofa.com),
J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk, and notices to the
Company shall be directed to it at Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821, Attention: J. Brent Alldredge,
Senior Vice President, General Counsel, Corporate Secretary and Global Head of Compliance (email: brent.alldredge@bruker.com), with a
copy to Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attention: Laurie A. Cerveny (email: laurie.cerveny@morganlewis.com).
SECTION 12. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant
to this Agreement, including the determination of the purchase price of the Securities and any related discounts and commissions, is an
arm’s-length commercial transaction between the Company and the several Underwriters, and does not constitute a recommendation,
investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the
process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company
or any of its subsidiaries, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process
leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries
on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities except the obligations
expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory,
investment or tax advice with respect to the offering of the Securities and the Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent it deemed appropriate, and (f) none of the activities of the Underwriters in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters
with respect to any entity or natural person.
SECTION 13. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Section 13,
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 14. Parties.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than
the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in
Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole
and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 15. Trial
by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
SECTION 16. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 17. Consent
to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County
of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough
of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except
for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive)
of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s
address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other
proceeding brought in any such court has been brought in an inconvenient forum.
SECTION 18. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 19. Counterparts
and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic
Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed
original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed
counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
SECTION 20. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.
| |
Very truly yours, |
| |
|
|
| |
BRUKER CORPORATION |
| |
|
|
| |
By |
/s/ Gerald N. Herman |
| |
|
Name: Gerald N. Herman |
| |
|
Title: Executive Vice President and Chief Financial Officer |
CONFIRMED AND ACCEPTED,
as of the date first above written:
| BOFA SECURITIES, INC. |
|
| |
|
| By: BOFA SECURITIES, INC. |
|
| |
|
| By: |
/s/ Soraya Scroggins |
|
| Authorized Signatory |
|
| |
|
| J.P. MORGAN SECURITIES LLC |
|
| |
|
| By: J.P. MORGAN SECURITIES LLC |
|
| |
|
| By: |
/s/ David Ke |
|
| Authorized Signatory |
|
[Signature page to Underwriting Agreement]
SCHEDULE A
The purchase price per share for the Securities to be paid by the Underwriters
shall be $67.29, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.
| Name of Underwriter | |
Number
of
Initial Securities | |
| BofA Securities, Inc. | |
| 3,000,000 | |
| J.P. Morgan Securities LLC | |
| 3,000,000 | |
| Total | |
| 6,000,000 | |
SCHEDULE B-1
Pricing Terms
1. The
Company is selling 6,000,000 shares of Common Stock.
2. The
Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 900,000 shares of Common
Stock.
3. The
offering price as to each investor shall be the price paid by each investor.
SCHEDULE B-2
Free Writing Prospectuses
None.
SCHEDULE B-3
Written Testing-the-Waters Communications
None.
SCHEDULE C
List of Persons and Entities Subject to Lock-up
| 1. | Frank H. Laukien, Ph.D. |
| 7. | William A. Linton, Ph.D. |
| 9. | Robert J. Rosenthal, Ph.D. |
| 13. | Cynthia M. Friend, Ph.D. |
| 15. | Hermann F. Requardt, Ph.D. |
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
[_], 2024
BofA Securities, Inc.
J.P. Morgan Securities LLC
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Re: Proposed
Public Offering of Common Stock by Bruker Corporation
Dear Ladies and Gentlemen:
The undersigned, a securityholder
and/or an officer and/or a director, as applicable, of Bruker Corporation, a Delaware corporation (the “Company”), understands
that BofA Securities, Inc. (“BofA”) and J.P. Morgan Securities LLC (together, the “Underwriters”) propose
to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering
(the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder and/or an officer and/or a
director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with the Underwriters that, during the period beginning on the date hereof and ending on the date
that is 60 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the
prior written consent of the Underewriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common
Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the
power of disposition (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”)
and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), or
exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially
submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”)
(ii) enter into any hedging, swap, loan or any other agreement or any transaction (including, without limitation, any short sale
or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction
or instrument, however described or defined) that transfers, in whole or in part, directly or indirectly, the economic consequence of
ownership of the Lock-Up Securities, whether any such hedging, swap, loan or transaction is to be settled by delivery of Common Stock
or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing described in clauses
(i) and (ii) above during the Lock-Up Period.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may, during the Lock-Up Period, without the prior written consent of the Underwriters:
(a), transfer the Lock-Up
Securities as described below, provided that (1) the Underwriters receive a signed lock-up agreement in the form of this lock-up
agreement for the balance of the Lock-Up Period from each donee, devisee, trustee, distributee, or transferee, as the case may be, (2) any
such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported during the Lock-Up Period
with the Commission on Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or, in the case of clauses (i) through (v) and clause (ix) below, any such required
filing shall clearly indicate in the footnotes thereto that the filing relates to circumstances described in such a clause, and (4) the
undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
| (i) | as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational
institution, or for bona fide estate planning purposes; |
| (ii) | by will, testamentary document or intestate succession upon the death of the undersigned; |
| (iii) | by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree
or separation agreement; |
| (iv) | pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; |
| (v) | to any corporation, partnership, limited liability company or other entity of which the undersigned or
the immediate family (for purposes of this lock-up agreement, “immediate family” of the undersigned shall mean any relationship
by blood, marriage, domestic partnership or adoption, not more remote than first cousin of the undersigned) of the undersigned are the
legal and beneficial owner of all of the outstanding equity securities or similar interests; |
| (vi) | to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible
under clauses (i) through (v) above; |
| (vii) | to any immediate family member or any trust, partnership, limited liability company or other entity for
the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned, or if the undersigned is
a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; |
| (viii) | if the undersigned is a corporation, partnership, limited liability company, trust or other business entity,
(A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined
in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlling, controlled
by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance
of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed
by such partnership), or (B) as part of a distribution to limited partners, limited liability company members or stockholders of
the undersigned or holders of similar equity interests in the undersigned; or |
| (ix) | to the Company (1) upon a vesting event of any equity award granted under any equity incentive plan
described in the prospectus relating to the Public Offering, (2) pursuant to repurchases under a repurchase plan of the Company described
in the prospectus relating to the Public Offering, or (3) upon the exercise by the undersigned of options or conversion of restricted
stock units granted under any equity incentive plan described in (1) in accordance with clause (b) below, in each case, on a
“net” or “cashless” exercise basis, and/or to cover tax withholding obligations of the undersigned in connection
therewith, provided, in each case, that (1) no Lock-Up Securities were sold by the undersigned other than such transfers to the Company
as described above and (2) the shares of Common Stock received upon such exercise or conversion continue to be subject to the restrictions
on transfer set forth in this lock-up agreement; |
| (b) | exercise any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s
equity incentive plans described to in the prospectus relating to the Public Offering, or any restricted stock units (including, for the
avoidance of doubt, and in each instance referred to in this lock-up agreement, any performance-based restricted stock units, which restricted
stock units are described in the prospectus relating to the Public Offering, provided that (1) the shares of Common Stock received
upon such exercise, exchange or conversion continue to be subject to the restrictions on transfer set forth in this lock-up agreement,
(2) any required filing under Section 16 of the Exchange Act made during the Lock-Up Period related to such circumstances described
in this clause (b) shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described
in this clause (b), (B) the shares of Common Stock received upon such exercise, exchange or conversion continue to be subject to
the restrictions on transfer set forth in this lock-up agreement and (C) no shares of Common Stock were sold by the reporting person,
and (3) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during
the Lock-Up Period; and |
| (c) | sell or otherwise transfer to the Company upon the undersigned’s death, disability or termination of employment or other service
relationship with the Company; provided that such shares of Common Stock were issued to the undersigned pursuant to an agreement or equity
award granted pursuant to an employee benefit plan, option, warrant, restricted stock unit, restricted stock award or other right disclosed
in the prospectus for the Public Offering; and provided further that (1) any required filing under Section 16 of the Exchange
Act made during the Lock-Up Period related to such circumstances described in this clause (c) shall clearly indicate in the footnotes
thereto that (A) the filing relates to the circumstances described in this clause (c) and (B) no Lock-Up Securities were
sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise
voluntarily effect any other public filings or reports regarding such sales or transfers during the Lock-Up Period. |
Nothing in this lock-up agreement shall preclude
(a) sales or transfers of shares of Common Stock pursuant to a written plan for trading securities that is designed to satisfy the
requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) in effect as of the date of the Underwriting Agreement
and disclosed to the Underwriters prior to the date hereof, provided that any filing under Section 16 of the Exchange Act made in
connection with such sales shall clearly indicate in the footnotes thereto that such disposition of shares of Common Stock was pursuant
to a 10b5-1 Plan or (b) the establishment of a new 10b5-1 Plan or modification (pursuant to Rule 10b5-1(c)(iv)) of an existing
10b5-1 Plan, provided that no public announcement or filing under the Exchange Act regarding such establishment or modification of such
plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period and, provided
further that no sales are made during the Lock-Up Period pursuant to such newly established or modified 10b5-1 Plan.
Furthermore, the undersigned
may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only
if (i) such sales are not required to be reported during the Lock-Up Period in any public report or filing with the Commission or
otherwise, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during
the Lock-Up Period.
The
undersigned acknowledges and agrees that the underwriters have neither provided any recommendation or investment advice nor solicited
any action from the undersigned with respect to the Public Offering of the Common Stock and the undersigned has consulted their own legal,
accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees
that, although the underwriters may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to
you in connection with the Public Offering, the underwriters are not making a recommendation to you to enter into this lock-up agreement
and nothing set forth in such disclosures is intended to suggest that any underwriter is making such a recommendation.
The
undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this lock-up agreement.
The undersigned understands that the Company and the underwriters are relying upon the lock-up agreement in proceeding toward the
consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding
upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the Lock-Up Securities except in compliance with the foregoing restrictions.
In the event that an Underwriter
withdraws or is terminated from, or declines to participate in, the Public Offering, all references in this lock-up agreement to the Underwriters
shall refer to the remaining Underwriter. If all Underwriters withdraw, are terminated from or decline to participate in the Public Offering,
all references in this lock-up agreement to the Underwriters shall refer to the lead left book runner in the Public Offering (“Replacement
Entity”), and in such event, any written consent, waiver or notice given or delivered in connection with this lock-up agreement
by or to such Replacement Entity shall be deemed to be sufficient and effective for all purposes under this lock-up agreement.
Notwithstanding anything to
the contrary contained herein, this lock-up agreement will automatically terminate and the undersigned will be released from all of their
or its obligations hereunder upon the earliest to occur, if any, of the following: (i) such time as potential investors who have
been wall-crossed in connection with the proposed Public Offering are, without there having been an announcement of the Public Offering,
notified in writing that they no longer are subject to confidentiality arrangements; (ii) the execution of the Underwriting Agreement
in connection with the Public Offering shall not have occurred on or before June 15, 2024, (iii) prior to the execution of the
Underwriting Agreement, the Company advises the Underwriters in writing that it has determined not to proceed with the Public Offering
or (iv) the Underwriting Agreement is executed but is terminated (other than with respect to the provisions thereof which survive
termination) prior to payment for and delivery of the Common Stock to be sold thereunder.
This lock-up agreement shall
be governed by and construed in accordance with the laws of the State of New York.
This lock-up agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same lock-up agreement. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State
Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of
this lock-up agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this lock-up
agreement will constitute due and sufficient delivery of such counterpart.
[Signature page follows]
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Exhibit 5.1
May 29, 2024
Bruker Corporation
40 Manning Road
Billerica, Massachusetts 01821
Ladies and Gentlemen:
We have acted as counsel to Bruker Corporation, a Delaware corporation
(the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”).
The Registration Statement relates to the proposed offering and sale of up to [__] shares of common stock, par value $0.01 per share,
of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [__] additional shares of Shares (the “Optional
Shares” and together with the Firm Shares, the “Shares”).
In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation
and Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for
purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents
submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase
price therefor, in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation
Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration
Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 99.1
Bruker Announces Public Offering
of Common Stock
May 29, 2024
BILLERICA, Mass.--(BUSINESS
WIRE)-- Bruker Corporation (“Bruker” or the “Company”) (Nasdaq: BRKR) today announced the launch of an underwritten
registered public offering of 6,000,000 shares of its common stock. In addition, Bruker expects to grant the underwriters a 30-day option
to purchase up to an additional 900,000 shares of its common stock. The offering is subject to market and other customary closing conditions,
and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Bruker intends to use the net proceeds from this offering to reduce indebtedness following its recent strategic acquisitions, including
to repay a portion of its outstanding borrowings under the amended and restated revolving credit agreement dated as of January 18, 2024.
BofA Securities and J.P. Morgan are acting as joint underwriters and book-running managers for the offering.
A registration
statement on Form S-3 (including a preliminary prospectus describing the terms of the offering) relating to these securities has been
filed with the Securities and Exchange Commission (the “SEC”) and has become effective. The offering will be made only by
means of a prospectus forming a part of that effective registration statement. A copy of the final prospectus relating to the offering
will be filed with the SEC and may be obtained, when available, by contacting BofA Securities, Attention: Prospectus Department, NC1-022-02-25,
201 North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com or J.P. Morgan, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release
does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any offer or sale of these securities in any
state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Bruker
Corporation (Nasdaq: BRKR)
Bruker is enabling
scientists and engineers to make breakthrough post-genomic discoveries and develop new applications that improve the quality of human
life. Bruker’s high-performance scientific instruments and high-value analytical and diagnostic solutions enable scientists to
explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling
innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research, in applied
and biopharma applications, in microscopy and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor
metrology in support of AI. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical
imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate
biology, as well as in clinical microbiology and molecular diagnostics.
Cautionary Statement Regarding Forward-Looking
Statements
This
communication contains “forward-looking statements” regarding the offering. All statements, other than statements of historical
fact, including statements regarding completion and timing of the follow-on public offering and the terms of such offering, are forward-looking
in nature and are subject to risks, uncertainties and assumptions about Bruker and its business, including, without limitation, risks
and uncertainties related to market conditions. Such forward-looking statements involve substantial
risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied
by the forward-looking statements. Any forward-looking statements are based on Bruker’s current expectations, estimates and assumptions
regarding future events and are applicable only as of the dates of such statements. Bruker makes no commitment to revise or update
any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For further discussion
of these and other risks and uncertainties, see Bruker’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required
by law, Bruker does not undertake any duty to update forward-looking statements to reflect events after the date of this press release.
Readers are cautioned not to place undue reliance on forward-looking statements.
Exhibit 99.2
Bruker Announces Pricing of Public
Offering of Common Stock
May 29, 2024
BILLERICA, Mass.--(BUSINESS WIRE)—Bruker
Corporation (“Bruker” or the “Company”) (Nasdaq: BRKR) today announced the pricing of its previously announced
underwritten registered public offering of 6,000,000 shares of its common stock. Additionally, the Company has granted the underwriters
a 30-day option to purchase up to an additional 900,000 shares of its common stock. The offering is expected to close on or about May
31, 2024, subject to market and other customary closing conditions.
Bruker intends to use the net proceeds
from the offering to reduce indebtedness following its recent strategic acquisitions, including to repay a portion of its outstanding
borrowings under the amended and restated revolving credit agreement dated as of January 18, 2024.
BofA Securities
and J.P. Morgan are acting as joint underwriters and book-running managers for the offering. The underwriters may offer the shares from
time to time for sale in one or more transactions on the Nasdaq Global Select Market, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated
prices.
The offering is being made pursuant
to an effective registration statement on Form S-3 (including a preliminary prospectus describing the terms of the offering) filed with
the Securities and Exchange Commission (the “SEC”) on May 29, 2024. A final prospectus relating to the offering will be filed
with the SEC and may be obtained, when available, by contacting BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201
North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com or J.P. Morgan, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release does not constitute
an offer to sell or the solicitation of an offer to buy, nor is there any offer or sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
About Bruker Corporation (Nasdaq:
BRKR)
Bruker is enabling scientists and engineers
to make breakthrough post-genomic discoveries and develop new applications that improve the quality of human life. Bruker’s high-performance
scientific instruments and high-value analytical and diagnostic solutions enable scientists to explore life and materials at molecular,
cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and
customer success in post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy
and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. Bruker offers
differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics
and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and
molecular diagnostics.
Forward-Looking Statements
This
communication contains “forward-looking statements” regarding the offering. All statements, other than statements of historical
fact, including statements regarding completion and timing of the follow-on public offering, are forward-looking in nature and are subject
to risks, uncertainties and assumptions about Bruker and its business, including, without limitation, risks and uncertainties related
to market conditions. Such forward-looking statements involve substantial risks and uncertainties
that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking
statements. Any forward-looking statements are based on Bruker’s current expectations, estimates and assumptions regarding future
events and are applicable only as of the dates of such statements. Bruker makes no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances that may change, except as required by law. For further discussion of these and
other risks and uncertainties, see Bruker’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law,
Bruker does not undertake any duty to update forward-looking statements to reflect events after the date of this press release. Readers
are cautioned not to place undue reliance on forward-looking statements.
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