Exhibit 10.2

 

	

    	
EXECUTOION VERSION
    


 

Amendment no. I to Share Pledge Agreement

Project Atmosphere

 

	
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Side 2
    	
This amendment   (the “Amendment”) to the Share Pledge Agreement signed 2 April 2012 (the   “Agreement”) is made on 28 June 2012
    
	
 
    	
 
    
	
 
    	
between:
    
	
 
    	
 
    
	
 
    	
MOCON   Denmark Holding ApS
    
	
 
    	
CVR -no. 34 46   73 07
    
	
 
    	
c/o Hannes Snellman Advokatpartnerselskab
    
	
 
    	
Amaliegade 15
    
	
 
    	
1256 Copenhagen
    
	
 
    	
Denmark
    
	
 
    	
(the “Pledgor”)
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
PBI   Holding A/S
    
	
 
    	
CVR-no.28 15 85   56
    
	
 
    	
Kærup Allé 3
    
	
 
    	
DK 4100 Ringsted
    
	
 
    	
Denmark
    
	
 
    	
(the “Pledgee”   and together with the Pledgor referred to as the “Parties” and each of them   as a “Party”).
    
	
 
    	
 
    
	
 
    	
WHEREAS the   Parties have agreed that Pledgee on 29 June 2012 will receive an early   repayment of DKK 6,500,000 under the Vendor Loan Agreement and on 31   July 2012 an additional early repayment under the Vendor Loan Agreement   of DKK 6,500,000;
    
	
 
    	
 
    
	
 
    	
WHEREAS the   Parties have agreed that the early repayment shall entail release of Pledge   in respect of nominally DKK 7,000,000 shares in the Company on the terms set   out in this Amendment;
    
	
 
    	
 
    
	
 
    	
WHEREAS the   Pledgee and MOCON, Inc. have today executed an amendment to the Vendor   Loan Agreement signed 2 April 2012; and
    
	
 
    	
 
    
	
 
    	
NOW, THEREFORE,   the Pledgor and the Pledgee have agreed to amendment the Agreement as   follows:
    
	
 
    	
 
    
	
 
    	
NOW IT IS AGREED   AS FOLLOWS
    
	
 
    	
 
    
	
 
    	
1
    	
Definitions
    
	
 
    	
 
    	
 
    
	
 
    	
1.1
    	
Capitalised   terms and definitions used in this Amendment shall have the same meaning set   out in the Agreement, unless otherwise set out herein.
    
	
 
    	
 
    	
 
    
	
 
    	
1.2
    	
Any reference in   the Agreement or in this Amendment to the “Agreement” shall be construed as a   reference to the Agreement as amended by this Amendment. Any reference in the   Agreement or in this Amendment to a specific clause of the Agreement shall be   construed as a reference to said clause in the Agreement as amended by this   Amendment.
    


 











 

	
Side 3
    	
2
    	
Release   from pledge
    
	
 
    	
 
    	
 
    
	
 
    	
2.1
    	
Upon receipt by   the Pledgee of the payment of DKK 6,500,000 under the Vendor Loan Agreement   on or prior to 29 June 2012 in immediately available funds on its bank   account with Danske Bank, account no. 4955-6170002367, the Pledgee shall   automatically, and without the need for further action, release from the   Pledge shares in the Company with nos. 130,001 — 200,000 owned by the Pledgor   amounting to a nominal value of DKK 7,000,000 equal to 35% of the total share   capital of the Company (as further defined below, the “Released Shares”). For   the avoidance of doubt, such release of the Released Shares shall in no event   be considered or interpreted as a release of the Pledge in full and shares in   the Company with nos. 1 — 130,000 amounting to a nominal value of DKK   13,000,000 equal to 65% of the total share capital of the Company shall   remain pledged to the Pledgor on the terms set out in the Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
2.2
    	
As soon as   practicably possible following receipt of the payment set out in Clause 2.1   of this Amendment, Pledgee shall notify the Company of the release of the   Released Shares in the form of Schedule 1 (Release from Pledge) to this   Amendment although any failure to deliver such notification will not affect   the effectiveness of the release of the Released Shares as contemplated   herein.
    
	
 
    	
 
    	
 
    
	
 
    	
3
    	
Amendments   to the Agreement
    
	
 
    	
 
    	
 
    
	
 
    	
3.1
    	
The Parties have   agreed to make the following amendments to the Agreement:
    
	
 
    	
 
    	
 
    
	
 
    	
3.1.1
    	
The existing   recital B of the Agreement is hereby amended and restated in its entirety as   follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“B.                According to clause 4 of the Vendor   Loan Agreement (as amended) the Pledgor agreed to provide security in 65% of   the shares (equal to nominally DKK 13,000,000 shares) in the Company held by   the Pledgor as security for the Vendor Loan on the terms and conditions set   out in the Vendor Loan Agreement.”
    
	
 
    	
 
    	
 
    
	
 
    	
3.1.2
    	
The existing   definition of “Pledged Shares” in Clause 1.2 of the Agreement is hereby   amended and restated in its entirety as follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
““Pledged Shares” means:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)              Share nos. 1 — 130,000 of the Company   owned by the Pledgor amounting to a nominal value of DKK 13,000,000 equal to   65% of the total share capital of the Company, including all dividends,   pre-emption right and voting rights in respect of or attaching to the shares;   and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)              65% of any further shares, warrants,   and other securities providing a right to subscribe or acquire shares in the   Company at any time issued or to be issued to the Pledgor.”
    
	
 
    	
 
    	
 
    
	
 
    	
3.1.3
    	
Clause 1.2 of   the Agreement is hereby amended by adding the following new definition:
    


 











 

	
Side 4
    	
 
    	
““Released Shares” means share nos. 130,001   — 200,000 of the Company owned by the Pledgor amounting to a nominal value of   DKK 7,000,000 equal to 35% of the total share capital of the Company”
    
	
 
    	
 
    	
 
    
	
 
    	
3.1.4
    	
The existing   Clause 4.1 of the Agreement is hereby amended and restated in its entirety us   follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“At all times   during the existence of this Agreement, the Pledgor undertakes with the   Pledgee that unless the Pledgee has given its prior written consent to the   contrary it will;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)     not   grant or permit to exist, and immediately procure the removal of any further   pledge or other encumbrance on the Pledged Shares, the Released Shares or any   other warrants and other securities providing a right to subscribe or acquire   shares in the Company in favour of any other person than the Pledgee;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)     not   sell, assign, transfer, pledge, charge, encumber or otherwise dispose of any   of the Pledged Shares, the Released Shares or any other warrants and other   securities providing a right to subscribe or acquire shares in the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)     not to   enter into any agreement regarding the Pledged Shares, the Released Shares or   any other warrants and other securities providing a right to subscribe or   acquire shares in the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)     not to   enter into any agreement which entails a change of control (direct or   indirect) in either the Pledgor or the Company (for the purposes hereof   “control” shall be construed in accordance with the term “bestemmende   indflydelse” in Section 7 of the Danish Companies Act);
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)     promptly   upon the accrual, offer or issue of any new shares, warrants and other securities   providing a right to subscribe or acquire shares in the Company in which the   Pledgor has an interest have a pledge to Pledgee of 65% thereof duly   registered in the share register of the Company or any other register   required pursuant to the Danish Companies’ Act (in Danish: Selskabsloven);
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)     in the   event of any increase of the share capital of the Company, not allow any   party other than itself to subscribe for any shares;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(g)     warrant   and defend the rights and interests of the Pledgee conferred by this   Agreement, including the rights and interests of the Pledgee conferred by   this Agreement over the Pledged Shares against the claims and demands of all   persons whomsoever, subject always, however, to the necessary authorisations   from the Pledgee;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(h)     not   agree to any amendment of the articles of association of the Company which in   each case could reasonably be expected to be prejudicial to the interest of   the Pledgee; and
    


 











 

	
Side 5
    	
 
    	
(i)            ensure that the   Pledge continues to be registered at all times in the share register of the   Company.
    
	
 
    	
 
    	
 
    
	
 
    	
3.2
    	
Other than specifically set forth in this Amendment, nothing in this   Amendment shall affect any of the rights or obligations of the Parties under   the Agreement. In particular, and for the avoidance of doubt the Parties   agree and acknowledge that all other Clauses of the Agreement shall continue   in full force and effect except to the extent expressly amended by this   Amendment.
    
	
 
    	
 
    	
 
    
	
 
    	
3.3
    	
For the avoidance of doubt Clauses 8, 9, 10 and 11 of the Agreement   shall apply to this Amendment as well.
    
	
 
    	
 
    	
 
    
	
 
    	
4
    	
Copies
    
	
 
    	
 
    	
 
    
	
 
    	
4.1
    	
This Amendment shall be signed in duplicate. The Parties shall each   receive one original with copy.
    


 

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Date: 28 June 2012 
    	
 
    	
Date: 28 June 2012
    
	
 
    	
 
    	
 
    
	
Place: Minnesota 
    	
 
    	
Place: Ringsted
    
	
 
    	
 
    	
 
    
	
For and on behalf of the MOCON Denmark 
    	
 
    	
  For and on behalf of PBI Holding A/S:
    
	
Holding ApS:
    	
 
    	
 
    


 

 

	
/s/ Darrell B. Lee 
    	
 
    	
/s/ Erik D. Jensen
    
	
Name: Darrell B. Lee 
    	
 
    	
Name: Erik D. Jensen
    
	
Title: Managing Director 
    	
 
    	
Title: Chairman
    


 

 

	
 
    	
 
    	
/s/ Lene Stengade
    
	
 
    	
 
    	
Name: Lene Stengade
    
	
 
    	
 
    	
Title: CEO
    


 











 

	
Side 6 
    	
Schedule 1 — Release from Pledge
    
	
 
    	
 
    
	
 
    	
PBI-Dansensor A/S
    
	
 
    	
Rennedevej 18
    
	
 
    	
4100 Ringsted
    
	
 
    	
Denmark
    
	
 
    	
(the “Company”)
    
	
 
    	
 
    
	
 
    	
[Date] June 2012
    
	
 
    	
 
    
	
 
    	
Notice of release of pledge of shares
    
	
 
    	
 
    
	
 
    	
We, PBI Holding A/S, hereby notify the Company that as of today’s   date we release from the first priority pledge in our favour nominal DKK   7,000,000 shares with share nos. 130,001 — 200,000 (the Released Shares”)   corresponding to 35% of the share capital of the Company.
    
	
 
    	
 
    
	
 
    	
The remaining 65% of the share capital, equal to nominal DKK   13,000,000 shares in the Company, with share nos. 1 — 130,000 (the “Pledged   Shares) shall continue to be recorded in the share register of the Company   with a first priority pledge in our favour.
    
	
 
    	
 
    
	
 
    	
The Company is requested to record the release of pledge over the   Pledged Shares in the share register of the Company and to forward a copy of   the updated share register to us.
    
	
 
    	
 
    
	
 
    	
PBI Holding A/S:
    


 

	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title: