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• 2. CONSIDERATION <br /> 2.1. Issuance of Stock. In consideration for the services <br /> provided to the Company hereunder, the Company, at the time of execution of <br /> the Company Sublease attached as Exhibit A hereto, shall convey and issue <br /> to the EDA (Landlord), Larry Hickman (Building Owner), and Genesis <br /> Portfolio Partners, LLC. (EDA Business Incubator Consultant), a number of <br /> shares of the voting common stock of the Company ("Shares") as follows: <br /> A) For the service provided in Rent of Available Space (2,267 <br /> sq. ft. @ $8.47 per square foot in stock): <br /> EDA (Landlord) 53,814 Shares which is <br /> equal to $2.97 dollars per <br /> square foot of space <br /> leased per year, at a <br /> value of$.25 per share. <br /> Larry Hickman (Building 54,408 Shares which is <br /> Owner) equal to $3 dollars per <br /> square foot of space <br /> leased per year, at a <br /> value of$.25 per share. <br /> Genesis Portfolio Partners, 45,290 Shares which is <br /> LLC. (EDA Business equal to $2.50 dollars per <br /> Incubator Consultant) square foot of space <br /> leased per year, at a <br /> value of$.25 per share. <br /> All Shares issued to the EDA, Larry Hickman, and Genesis Portfolio <br /> Partners, LLC., pursuant to this Agreement shall be subject to any <br /> restrictions on transferability under state and federal securities laws, and <br /> shall be entitled to all rights and privileges to which other shares of voting <br /> common stock the Company are subject. <br /> 2.2. Adjustments Stock Issued. In the event that the shares of <br /> voting common stock of the Company are changed into or exchanged for a <br /> different number or kind of shares or other securities of the Company or of <br /> another corporation by reason of any reorganization, merger, consolidation, <br /> recapitalization, reclassification, stock-split, or combination of shares of <br /> dividends payable in capital stock, the Company shall convey and issue to the <br /> EDA, Larry Hickman, and Genesis Portfolio Partners, LLC. additional shares <br /> of the voting common stock of the Company, so that the value of current <br /> • shares owned by EDA, Larry Hickman, and Genesis Portfolio Partners, LLC. <br /> is not less than the value used to determine number of shares set forth in <br /> Section 2.1.(A) of this Agreement. <br /> eda/doc/masagrmt 2 <br />