Exhibit
10.5


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  TechnologiePark

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Bergisch
  Gladbach

  



 


Operating Agreement


 


for
the TechnologiePark, Bergisch Gladbach, Friedrich-Ebert-Straße


 


Between


 


TBG


TechnologiePark


Bergisch
Gladbach


Verwaltungs
GmbH


represented
by the CEO,


Mr. Hans-Dieter
Angerer,


Friedrich-Ebert-Straße


51429
Bergisch Gladbach


Tax
payer ID No.: 204/5723/0021


 


- hereinafter called “operator”


 


and


 


Bruker
Advanced Supercon GmbH


represented
by the CEOs,


Dr. Hans-Udo
Klein, Dr. Detlef Krischel,


and Dr. Burkhard
Prause,


Friedrich-Ebert-Straße


51429
Bergisch Gladbach


 


- hereinafter called “tenant” -


 


in the
property in the TechnologiePark, Bergisch Gladbach,


Friedrich-Ebert-Straße,
51429 Bergisch Gladbach


 


The following operating agreement is concluded:


 

















 


Preamble


 


Between


 


Lobito International B.V.


c/o Bauer & Kügler GmbH


Kaiserstrasse 12


60311 Frankfurt


Tax payer ID code No.: 116/5961/0895


 


represented by:


 


TBG TechnologiePark Bergisch Gladbach


Verwaltungs GmbH


represented by the CEO


Mr. Hans-Dieter Angerer


Friedrich-Ebert-Straße


51429 Bergisch Gladbach


 


and


 


Bruker Advanced Supercon GmbH


represented by the CEOs


Dr. Hans-Udo Klein, Dr. Detlef Krischel,


and Dr. Burkhard Prause


Friedrich-Ebert-Straße


51429 Bergisch Gladbach


 


Contract No. 13 03


 


on
the date of        a lease for the premises buildings 14, 20 and 23 in the property of the
TechnologiePark Bergisch Gladbach was concluded.


The rental begins on the 04/01/2009.


 


§1                                   The operator is
responsible for the entire administration, organization and maintenance of the
TechnologiePark property in Bergisch Gladbach.


 


§2                                   In conjunction
with proper administration and maintenance, the operator shall invoice the
tenant for the services detailed in §3 if these are performed and/or incurred
within the framework of the billing for ancillary expenses.


 


§3                                   The ancillary
expenses include all costs for upkeep and repair and all costs associated with
the operation and maintenance of the property, including the common areas, such
as, specifically:


 


·                                          the insurance
premiums, all risks from the property


·                                          water supply,
water fees, including the costs of water treatment, sewage and other drainage
fees


·                                          general
electricity supply, including replacement of fuses and incandescent bulbs and
fluorescent tubes in the common and traffic areas


 


2

















 


·                                          operation and
maintenance of the heating, as well as the aeration and ventilation facilities


·                                          chimney
cleaning


·                                          street
cleaning, care of the exterior facilities and parking spaces, including
continuous yard maintenance work and replacement planting, as well as snow
removal and scattering of ice dispersant during icy conditions plus
depreciation of the equipment and machines made available as well as their
repair costs


·                                          regulation of
parking spaces and traffic


·                                          domestic
cleaning outside the rental areas


·                                          exterior
cleaning of the facades and windows, as well as maintenance of the windows and
doors


·                                          the costs for
building personnel, e.g. secretary, specialists in building services,
caretakers, receptionist, guard personnel, as appropriate for the type and use
of the building


·                                          operation of
the elevators and freight elevators, including complete maintenance and, if
present, the elevator alarm switches, including their maintenance


·                                          plant
maintenance and testing technical equipment


·                                          testing,
filling and replacement of handheld fire extinguishers


·                                          maintenance of
fire alarm systems and making them available for use


·                                          maintenance of
antenna system for the broad-band cable connection and making it available for
use


·                                          audits,
advances and additional charges for property taxes (e.g. property taxes, street
cleaning and sewage)


·                                          garbage and
waste disposal and separation, maintenance of the trash compacter, providing
waste containers for trash arising from the tenant’s commercial business


·                                          general pest
control, if not the fault of the tenant


·                                          the costs for
the administration of the property, including the rooms, personnel and material
expenditures required for same


·                                          the costs of
leasing or other kinds of provision of equipment that measures consumption,
calibration fees, fire department inspection fees, the Technische
Überwachungsverein (Technical Monitoring Association), etc.


 


If
public levies are newly introduced or there arise new costs that are directly
or indirectly associated with the management of the building, including all
possible auxiliary buildings, parking structures, etc. or their
profitability, or if such costs are increased, then the operator may also
assign these costs at the time they arise in accordance with a regulation found
in this contract by means of an appropriate prepayment.


 


The
ancillary expenses shall be carried in proportion to the ratio of the rented
area to the total rental area of the business entity.  In so far as ancillary expenses can be
directly assigned to individual tenants, e.g. on account of sole utilization of
facilities of the building areas, these are to be billed to the corresponding
tenants alone, unless the costs are of a minor nature.


 


Using
equitable discretion, the operator may at any time, including for the current
billing period, establish new criteria for distributing the ancillary expenses
(in total or for single types of expenses), provided this is appropriate.


 


The
operator shall have a heating cost accounting carried out annually by the
heating contracting partner assigned by the landlord, namely Rheinenergie /
Brunata.


 


The
tenant hereby acknowledges the respective billing conditions of the contracting
partners. The settlement shall take place with the annual settlement of
ancillary expenses.


 


The
operator is obligated to invoice the tenant for prepayments incurred for the
ancillary expenses from services performed during a management year. In the
tenancy ends within the management year, the allocation shall take place


 


3

















 


with
the next settlement, pro-rated by the rental time during the billing period.
The management year is the calendar year. By virtue of a unilateral declaration
to the tenant, the operator is entitled to switch the management year to
another time and, in the event of a sale of the property, to issue a partial
billing.


 


Additional
or reduced payments are to be mutually settled immediately. The operator shall
accordingly re-establish the monthly prepayment that is to be paid if the
ancillary expenses rise or decrease.


 


§4                  Flat rate for
casino and conference room use


 


A flat fee in the amount of € 0.51 per m2 shall be levied for the use of the casino and
conference rooms situated in TechnologiePark. The flat rate for casino and
conference room use shall be calculated in combination with the prepayments for
ancillary expenses.


 


The services for the flat rate for the casino and conference rooms are:


 


·      free use of the conference and casino areas rented
by the operator for discussions, conventions and events


 


§4.1        Prepayments for ancillary expenses and the flat rate
for the casino and conference rooms on the basis of the surface area in cubic
meters are calculated on the following basis:


 


The
billing for the flat rate for the casino and conference rooms is estimated as
follows:


 


	
  Laboratory, storage, production area, workshop

  	
   

  	
  25

  	
  %

  
	
  Office spaces

  	
   

  	
  100

  	
  %

  



 


	
   

  	
   

  	
  Heating

  	
   

  	
  Operating

  	
   

  	
  Casino &

  	
   

  
	
   

  	
   

  	
  costs

  	
   

  	
  costs

  	
   

  	
  conference

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building 14

  	
   

  	
  315

  	
   

  	
  315

  	
   

  	
  78.76

  	
   

  
	
  Building 20

  	
   

  	
  534.4

  	
   

  	
  534.4

  	
   

  	
  534.4

  	
   

  
	
  Building 23

  	
   

  	
  551

  	
   

  	
  583.2

  	
   

  	
  137.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,400.40

  	
   

  	
  1,432.60

  	
   

  	
  750.91

  	
   

  



 


4

















 


	
  Ancillary expenses per m2

  	
   

  	
  €

  	
  1.84

  	
   

  	
  2,635.98

  	
   

  
	
  Heating costs per m2

  	
   

  	
  €

  	
  0.99

  	
   

  	
  1,386.40

  	
   

  
	
  Casino and conference areas per m2

  	
   

  	
  €

  	
  0.51

  	
   

  	
  382.96

  	
   

  
	
  total net

  	
   

  	
  €

  	
  3.34

  	
   

  	
  4,405.34

  	
   

  
	
  plus the applicable VAT, presently 19%

  	
   

  	
   

  	
   

  	
  837.02

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  5,242.36

  	
   

  



 


§4.2        Prepayments for ancillary expenses, the flat rate
for the casino and conference rooms (including applicable value VAT) are to be
paid monthly in advance, no later than the 3rd business day
of the month, free of charge and post-paid to the operator:


 


TBG


TechnologiePark
Bergisch Gladbach


Verwaltungs
GmbH


 


to
the account with:


 


	
  Banking
  institution:

  	
   

  	
  Kreissparkasse
  Cologne

  
	
  Account
  no.:

  	
   

  	
  038900
  3058

  
	
  Bank
  code no.:

  	
   

  	
  37050299

  



 


in the amount of        €5,242.36


 


with
the specification: Tenant No. 1


 


For
the timeliness of the payment, the arrival of the funds, not the time at which
they were sent, shall prevail.


 


The
operator reserves the right to adjust the amount of the prepayment for heating
and ancillary expenses in conjunction with the annual billing.


 


§4.3        In the event of delinquent payment, the operator can
demand dunning costs, starting with the second warning, in the amount of €5.00,
including VAT, per warning. The operator is always entitled to apply the legal
interest for delinquency. This regulation does not exclude the right to assert
higher interest or additional damage items by reason of another legal ground.


 


§5
Collective heating, air conditioning, hot water consumption, and consumption recording


 


§5.1        The costs of the energy consumed and its delivery
and/or the district heating, the costs of the load current, the costs of the
service, supervision and care of the system, the regular inspection of its
operability and operational safety, including adjustment by an expert, the
cleaning of the system including cleaning the oil tank and operating area, the
costs of the measurements in accordance with the Federal Air Pollution Control
Act (Bundesemissionsschutzgesetz), the costs of leasing or other kinds of
provision of equipment that measures consumption,


 


5

















 


as
well as the costs of using equipment for recording consumption, the costs of
calculation and allocation by a heating cost allocation service (including
reading and intermediate reading) as well as any calibration charges incurred,
are all part of the operating costs of the central heating system. This
similarly applies to billing the costs of water consumption, provided this is
determined by separate metering equipment. The costs of operating the
affiliated building facilities as per the above are part of the costs of
delivering district heating.


 


§5.2        If a tenant does not use the heating system, then
this does not exempt him from the obligation of sharing in these costs.


 


§5.3        The tenant shall bear the costs of an intermediate
reading that affects him.


 


§6                 This agreement
takes effect on the same day that the lease was concluded between:


 


Lobito
International B.V.


c/o
Bauer & Kügler GmbH


Kaiserstraße
12


60311
Frankfurt


Taxpayer
ID No.: 116/5961/0895


 


represented
by


 


TBG
TechnologiePark Bergisch Gladbach


Verwaltungs
GmbH


represented
by the CEO


Mr. Hans-Dieter
Angerer


Friedrich-Ebert-Straße


51429
Bergisch Gladbach


 


and
the tenant


 


takes
effect.


 


If
use begins prior to this time, the prepayment of ancillary expenses and
settlement may be requested at the beginning of use and be deducted.


 


If
the abovementioned lease is terminated for whatever reason, then each of the
contracting parties is entitled to a right of termination effective at the time
at which the abovementioned lease was terminated. Likewise, both contracting
parties are entitled to a right of termination effective upon the expiration of
the lease.


 


The
tenant shall inform the operator of the termination immediately.


 


This
operating agreement also terminates automatically no later than with expiration
of the lease.


 


§7                 Written Form /
Salvatory Clause / Jurisdiction


 


Changes
and additions to this contract, including revocation of this requirement of
written form itself, must be in writing to be valid. Moreover, declarations of
intent


 


6

















 


and
informed consent of the operator provided in this contract must always be in
writing.


 


Should
one or more regulations of this contract be or become partially or entirely
invalid, then the validity of the remaining regulations shall not be affected
thereby. In such a case, the contract is rather to be carried out in accordance
with its intent. If the invalidity is based on a performatory and temporal
stipulation, then the legally allowable measure supersedes it.


 


The
operator is entitled to transfer this contract to a third party. For this, the
tenant already gives consent now.


 


The
courts of Bergisch Gladbach shall have jurisdiction and venue or, by choice of
the operator, the court that is responsible for the site of the rental
premises, provided that no other jurisdiction is specified by law.


 


	
   

  	
   

  	
  Bergisch Gladbach, [handwritten] 04/01/2009     

  
	
   

  	
   

  	
   

  
	
  /s/
  Hans-Dieter Angerer

  	
   

  	
  /s/
  Burkhard Prause

  
	
  TBG
  TechnologiePark Bergisch Gladbach

  	
   

  	
  Bruker
  Advanced Supercon GmbH

  
	
  Verwaltungs
  GmbH

  	
   

  	
   

  
	
  Hans-Dieter
  Angerer

  	
   

  	
   

  
	
  (Operator)

  	
   

  	
  (Tenant)

  



 














 


[LOGO] TechnologiePark


Bergisch Gladbach


 


1. Amendment


 


to the operating agreement of the 4/1/2009


 


between


 


	
   

  	
  TBG

  	
   

  
	
   

  	
  TechnologiePark
  Bergisch Gladbach

  	
   

  
	
   

  	
  Verwaltungs
  GmbH,

  	
   

  
	
   

  	
  represented
  by the Chief Executive Officer

  	
   

  
	
   

  	
  Mr.
  Hans-Dieter Angerer

  	
   

  
	
   

  	
  Friedrich-Ebert-Straße

  	
   

  
	
   

  	
  51429
  Bergisch Gladbach

  	
   

  
	
   

  	
  Tax
  ID No. 204/5723/0021

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  -
  Operator -

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
  Bruker
  Advanced Supercon GmbH

  	
   

  
	
   

  	
  Friedrich-Ebert-Strasse

  	
   

  
	
   

  	
  51429
  Bergisch Gladbach

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Contract
  No. 13 03 10741

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  -
  Tenant -

  	
   

  



 


Re:  4.1 Payment of ancillary costs


 


As
of the 11/01/2009, the heating cost prepayments were adjusted.


 


Accordingly,
as of 11/01/2009 the ancillary and heating
cost prepayments and flat rates for the casino and conference room monthly
amount to:


 

















 


	
  Ancillary expense prepayment (unchanged)

  	
   

  	
  1432.6 m2 x € 1.84 =

  	
   

  	
  €

  	
  2,635.98

  	
   

  
	
  Heating cost prepayment new

  	
   

  	
  1400.4 m2 x € 1.30 =

  	
   

  	
  €

  	
  1,820.52

  	
   

  
	
  Fixed fees for c & c rooms (unchanged)

  	
   

  	
  750.9 m2 x € 0.51 =

  	
   

  	
  €

  	
  382.96

  	
   

  
	
  Net sum

  	
   

  	
   

  	
   

  	
  €

  	
  4,839.46

  	
   

  
	
  plus the applicable VAT, currently 19%

  	
   

  	
   

  	
   

  	
  €

  	
  919.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  €

  	
  5,758.96

  	
   

  



 


Re: 4.2


 


Ancillary
and heating cost prepayments, as well as flat rates for the casino and
conference rooms (incl. the applicable VAT), are due monthly in advance, but no
later than the 3rd business day of the month, free of charge and
post-paid to the operator


 


TBG


TechnologiePark
Bergisch Gladbach


Verwaltungs
GmbH


 


to
be transferred to the account with the:


 


	
  Credit
  institution:

  	
   

  	
  Kreissparkasse
  Cologne

  
	
  Account
  No.:

  	
   

  	
  038900
  3058

  
	
  Bank
  code no:

  	
   

  	
  370
  502 99

  



 


 


in the amount of:      €5,758.96


 


specifying
tenant No. 160018.


 


For
the timeliness of the payment, the arrival of the funds, not the time at which
they were sent, shall prevail.


 


All
remaining agreements concerning the operating agreement of 04/01/2009 remain
unchanged.


 


	
   

  	
   

  	
  Bergisch
  Gladbach, [handwritten] 10/21/09

  
	
   

  	
   

  	
   

  	
   

  
	
  TBG

  	
   

  	
   

  	
   

  
	
  TechnologiePark
  Bergisch Gladbach

  	
   

  	
   

  	
   

  
	
  /s/
  Hans-Dieter Angerer

  	
   

  	
  /s/
  Hans-Udo Klein /s/ Milena Roveda

  
	
   

  	
   

  	
   

  	
   

  
	
  TBG
  TechnologiePark Bergisch Gladbach

  	
   

  	
   

  	
  Bruker
  Advanced Supercon GmbH

  
	
  Verwaltungs
  GmbH

  	
   

  	
   

  	
  (Tenant)

  
	
  Hans-Dieter
  Angerer

  	
   

  	
   

  	
   

  
	
  (Operator)