STOCK PURCHASE AGREEMENT BY AND AMONG AND DENNIS J. STEVERMER June 23, 2005 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2005 • Stevermer Dennis J • Miscellaneous primary metal products • Delaware
This STOCK PURCHASE AGREEMENT is made and entered into on this 23rd day of June, 2005 by and among Dennis J. Stevermer ("Purchaser"), J. Russell Duncan, individually and as trustee of the trust created by the J. Russell Duncan Trust Agreement dated June 29, 1998 (the "JRD Trust") and successor trustee of the trust created by the Mimi G. Duncan Trust Agreement dated July 22, 1998 (the "MGD Trust"), Mimi G. Duncan, individually, as trustee of the MGD Trust and successor trustee of the JRD Trust (collectively referred to as the "Sellers").
Ancillary Purchase AgreementAncillary Purchase Agreement • July 1st, 2005 • Stevermer Dennis J • Miscellaneous primary metal products
Concurrent with this letter (the "Agreement"), Dennis J. Stevermer ("Buyer") is entering into a Stock Purchase Agreement ("Stock Agreement") with J. Russell Duncan and Mimi G. Duncan. In connection therewith, Buyer offers this Agreement to purchase all of your outstanding shares of Class A common stock (6,666 shares, the "Shares"), coupled with and conditioned on a mandatory surrender of your stock options to purchase Class A common stock (exercisable to purchase 107,500 shares total, the "Options"), in Milastar Corporation ("Milastar"). By executing this Agreement and returning a copy to Buyer, you agree to the sale of your Shares and to surrender your Options as further described in and subject to the terms and conditions set forth herein.
Agreement to Surrender OptionsAgreement to Surrender Options • July 1st, 2005 • Stevermer Dennis J • Miscellaneous primary metal products
Concurrent with this letter (the "Agreement"), Dennis J. Stevermer ("Buyer") is entering into a Stock Purchase Agreement ("Stock Agreement") with J. Russell Duncan and Mimi G. Duncan in their capacity as trustees under certain trusts pursuant to which you are a named beneficiary. It is a condition to closing under the Stock Agreement that you surrender your options to purchase Class A common stock ("Options") in Milastar Corporation ("Milastar"). In consideration for Buyer entering into the Stock Agreement, by execution of this letter you are agreeing to surrender your Options to Milastar subject to the terms and conditions set forth herein.
