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• <br /> 2.3. Continuing Obligation. The EDA may agree to exercise <br /> • its option to extend or renew the term of the Sublease. In such event, <br /> additional Units shall be issued to the EDA, Larry Hickman, and Genesis <br /> Portfolio Partners, LLC., at the commencement of such extension or renewal <br /> on the same basis as is set forth in Section 2.1., except that an appropriate <br /> proportional adjustment shall be made to the number of Units issued in the <br /> event that subsequent to the date of this Memorandum, there has been any <br /> change in the voting Units of the Company by reason of any reorganization, <br /> merger, consolidation, recapitalization, reclassification, split, Unit price <br /> dilution, combination of Units, or dividend payable. <br /> 2.4. Anti-dilution Clause. In the event that the Units of the <br /> Company are sold to parties other than EDA, Larry Hickman, and Genesis <br /> Portfolio Partners, LLC., at a value which is less than the value used to <br /> determine number of Units set forth in Section 2.1.(A) of this Agreement, the <br /> Company shall convey and issue to EDA, Larry Hickman, and Genesis <br /> Portfolio Partners, LLC., additional Units of the Company so that the value <br /> of current Units owned by EDA, Larry Hickman, and Genesis Portfolio <br /> Partners, LLC., is not less than the value used to determine number of Units <br /> set forth in Section 2.1.(A) of this Agreement. <br /> 2.5. Location Commitment; Mandatory Repurchase; Put <br /> • Options. So long as EDA is owner of any Units of the Company, the <br /> Company's administrative, marketing, product development, assembly, <br /> warehouse and manufacturing facilities shall be located within the City of <br /> Elk River. In the event that the Company no longer maintains ALL such <br /> facilities within the City of Elk River, the EDA shall have the option to <br /> require the Company to repurchase the Units owned by EDA within 30 days <br /> of written demand. The repurchase price shall be the last price per Unit <br /> offered in any private or public offering authorized by the Board of Directors <br /> of the Company, but not less than twice the price used to calculate Units <br /> provided to the EDA under 2.1.(A) of this Agreement. <br /> 3. COMPANY RESPONSIBILITIES <br /> 3.1. Financial Statements and Employee Reports. The <br /> Company shall provide EDA with "bookkeeper-prepared" semi-annual <br /> financial statements and all available audited financial statements (Note: <br /> EDA does not require the Company to incur the cost of"audited" statements <br /> as a requirement of this agreement). The Company shall also provide EDA <br /> with detailed periodic data on all employees of the Company, including <br /> salaries, number and names of Company employees, titles and positions of <br /> each employee, and the names and positions of the Company's officers and <br /> 40 Board members. <br /> eda/doc/watagrmt 3 <br />