EXHIBIT 2.2
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1.
Henrik Mikander,
born October 30, 1949,
Finnbyvogen 2,
06100 Borga,
Finland
acting according to his statements not in
his own name, but for
AHLSTROM CAPITAL OY
ETELAESPLANADI 14
00101 HELSINKI
FINLAND
a company established under the laws of Finland
- hereinafter referred to as "SELLER" -
as proof of his authority to represent
Seller, the deponent under 1. submitted a
power of attorney dated January 27,
2004.
2.
Rechtsanwaltin Dr. Ariane Musil,
with business address Bockenheimer Landstra(beta)e 98-100,
60323 Frankfurt am Main,
Germany
acting according to her statement not in
her own name, but rather exclusively
for
MOCON, INC.
7500 BOONE AVENUE NORTH
MINNEAPOLIS, MN 55428
U.S.A.
a company established under the laws of the State of Minnesota
- hereinafter referred to as "PURCHASER" -
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as proof of her authority to represent
Purchaser, the deponent under 2.
submitted a power of attorney dated
December 4, 2003 and a Secretary's
Certificate dated December 19, 2003.
The deponents asked the Notary Public to
record the following minutes in the
English language. The deponents have
sufficient command of the English and the
German language. The Notary Public, who
himself has command of the English
language, ascertained to his satisfaction
that the deponents have sufficient
command of the English and the German
language.
In reference to Section 3 para. 1 No. 7 of
BeurkG (BEURKUNDUNGSGESETZ - Law
Governing Official Recordings), the Notary
Public asked the deponents whether he
or any of the persons with whom he is
professionally associated had been or
still are involved in a matter which is the
subject matter of this notarization.
The deponents responded in the
negative.
The deponents asked the Notary Public to
record the following
SHARE TRANSFER AND ASSIGNMENT AGREEMENT
I.
Seller is the legal owner and only
shareholder of and holds all of the shares in
PAUL LIPPKE HANDELS-GMBH PROZESS- UND
LABORSYSTEME,
Willi-Bruckner-Strasse 1
D-56564 Neuwied
registered in the Commercial Register of
the Commercial Court of Neuwied under
HRB 1054.
- hereinafter referred to as "COMPANY"
-,
with a share capital of EUR 60,000 (in
words: Euro sixty thousand).
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II.
1.
Under a share purchase agreement dated December 19, 2003 (notarial
deed
No. 976/2003 of the Notary Prof. Dr. Peter Sauberlich in Frankfurt
am
Main) (the "AGREEMENT"), Seller has obligated itself to transfer
and
assign all of its shares in the Company in the aggregate nominal
amount
of EUR 60,000 (in words: Euro sixty thousand) to Purchaser
