EXHIBIT 2.2
(Translated from German to English)
Recorded
in Frankfurt am Main on November 19, 1996
Before me, the undersigned notary
Dr. Harald Jung
with official residence in Frankfurt am Main,
appeared today in the offices of the law firm Bruckhaus Westrick Stegemann,
Taunusanlage 11, 60329 Frankfurt am Main where the acting notary betook himself
at the request of the persons appearing.
1. Attorney-at-law Dr. Nicholas Baron von Behr, having his business
address at Taunusanlage 11, 60329 Frankfurt am Main, personally known.
2. Attorney-at-law Dr. Konstantin Mettenheimer, having his business
address at Taunusanlage 11, 60329 Frankfurt am Main, personally known.
The person appearing under 1. declared that he was not acting in his own name
but as attorney without power of attorney ("vollmachtloser Vertreter") for
Messrs. Heinrich R. Wirt and Reiner Kaesbach (hereinafter collectively referred
to as the "Sellers") with business address at Max-Planck Strasse 38, 50858
Cologne,
a) on the one hand in their function as shareholders of PRODAC
Prozessdatentechnik GmbH having its registered office in Cologne,
registered in the Commercial Register of the Local Court of Cologne under
register number HRB 10002 (hereinafter referred to as the "Company") and
b) on the other hand in their function as Managing Directors of the Company,
authorized to represent the Company individually and being released from
the restrictions set forth in (S) 181 German Civil Code. The acting notary
has assured himself on the basis of a certified excerpt of the Commercial
Register dated August 12, 1996 that the persons appearing under 1. and 2.
are authorized to represent the Company. The notary was provided with a
shareholders resolution adopted on November 06, 1996 in which the release
of the persons appearing under 1. and 2. from the restrictions set forth in
(S) 181 German Civil Code was confirmed as a matter of precaution.
The person appearing under 1. subjected the validity of his declarations to the
declaration of consent of the representatives.
The person appearing under 2. declared that he was not acting in his own name
but
a) as attorney in fact on behalf of MagiNet GmbH i.G. with registered office
in Cologne, established in the notarial deed of September 10, 1996 No.
1274/96 of the notary public Dr. Gerhard Hess in Frankfurt am Main
(hereinafter referred to as the "Purchaser"). The notary has, on the basis
of an executed copy of the Incorporation Deed which has been taken to this
Deed as copy and a power-of-attorney dated November 06, 1996, which was
presented in original and is attached as certified copy, assured himself
that the person appearing under 2. has the power to represent the Purchaser
and is released from the restrictions set forth in (S) 181 German Civil
Code.
b) as attorney in fact on behalf of MagiNet Corporation with registered office
in Sunnyvale, California 94089 USA (hereinafter referred to as "MagiNet
Corp."). The notary has satisfied himself on the basis of a notarial
certified and legalized Secretary's Certificate and a power of attorney
dated November 06, 1996 which was presented in original and is attached as
certified copy, that the persons appearing under 2. has the power to
represent MagiNet Corp.
I.
Acting as stated, the persons appearing then requested the recording of the
following Amendment of the
SHARE PURCHASE AND TRANSFER AGREEMENT
of November 6, 1996, No. 43 of the document register 1996 of the civil law
notary Dr. Harald Jung with official residence in Frankfurt am Main (hereinafter
referred to as the "Share Purchase Agreement"). In the event terms are defined
in the Share Purchase Agreement, they shall have the same meaning hereafter.
The parties agree as follows:
I.
CONDITIONS PRECEDENT
1. The validity of the Share Purchase Agreement the parties have entered into
is subject to the following condition precedent:
a) financing of the purchase of the shares in Prodac Prozessdatentechnik
GmbH shall be secured by the Purchaser either by public or by private
issuance of equity in the minimum amount of US $ 40,000,000.-- and
b) declaration of consent in the meaning of Section 184 subsec. 1 German
Civil Code shall be given by the Board of Directors of MagiNet Corp.
(referred to as "Board of Directors").
2. The consent of the Board of Directors is deemed to be definitely refused if
not granted 10 days after securing the financing.
II.
STOCK OPTION AGREEMENT
The parties also agree that the option agreements mentioned in Article 2.1c) of
the Share Purchase Agreement and which are included in the Reference Deed of
November 5, 1996, No. 41 of the document register 1996 of the civil law notary
Dr. Harald Jung with official residence in Frankfurt am Main, as Appendices
2.2.1 and 2.2.2 (the "Stock Option Agreements") shall be amended as follows:
The passage on page one (1) of the Stock Option Agreements "Date of Grant
September 10, 1996" shall be replaced by the following formulation:
..Date of Grant The date on which the transfer of the shares in Prodac
Prozessdatentechnik GmbH according to the Share
Purchase and Transfer Agreement of November 6, 1996
becomes valid"
A certified copy of the Share Purchase Agreement and the relating Reference Deed
has been at the disposal of the persons appearing who waived to take the
agreement to this deed.
The above protocol including the attachments was read in the presence of the
notary to the deponents, approved by them and then signed by them and the notary
in their own hands as follows:
/s/ Authorized signatures