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to the new owners by November 12, 1993. Legal counsel for NMG
sent letters dated November 11, 1993, which enclosed reissued
warrants, to Arbeit, the University of St. Thomas, Marquette
University, the Mayo Foundation, and the Archdiocese. The donees
each acknowledged having received the reissued warrants on
November 12, 1993, in letters addressed to Mr. Rauenhorst. Legal
counsel for NMG requested that each of the donees execute an
“Additional Party Signature Page” which related to a stockholders
agreement and registration rights agreement dated March 31, 1992.
On November 12, 1993, each of the donees signed an Additional
Party Signature Page. Neither the Additional Party Signature
Page, nor the stockholders agreement, nor the registration rights
agreement bound the donees to sell their stock warrants to NMG or
WCP.
On November 15, 1993, the general manager of Arbeit sent a
letter to NMG and WCP in which he confirmed Arbeit’s intention to
surrender its warrant to purchase 2.14 shares for cash as part of
WCP’s acquisition of NMG stock. Arbeit executed a warrant
purchase and sale agreement dated as of November 19, 1993, in
which Arbeit agreed to sell its warrant (for 2.14 shares of NMG
stock) to WCP for $7,598.48 per share on or before December 31,
1993. This agreement was contingent upon WCP’s acquisition of
all the issued and outstanding stock of NMG pursuant to a stock
purchase agreement.
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Last modified: May 25, 2011