6.0. EDSR 05-11-1998 - Laserfiche WebLink

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• 2.3. Continuing Obligation. The Company and the EDA may mutually agree (however none of the parties are required to so agree) to an extension or renewal of the lease term. In such event, additional shares shall be issued to the EDA, Larry Hickman, and Genesis Portfolio Partners, LLC., at the commencement of such extension or renewal on the same basis as is set forth in Section 2.1., except that an appropriate proportional adjustment shall be made to the number of shares issued in the event that subsequent to the date of this Memorandum, there has been any decrease in the share price of the Company by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock-split, stock price dilution, combination of shares, or dividend payable in capital stock. In the event that the share price of voting common stock of the Company has increased compared to the basis as is set forth in Section 2.1, additional shares shall be issued to the EDA, Larry Hickman, and Genesis Portfolio Partners, LLC., on the same basis as is set forth in Section 2.1. 2.4. Anti-dilution Clause. In the event that the shares of voting common stock of the Company are sold to parties other than EDA, Larry Hickman, and Genesis Portfolio Partners, LLC., at a value which is less than the value used to determine number of shares set forth in Section 2.1.(A) of this Agreement, the Company shall convey and issue to EDA, Larry • Hickman, and Genesis Portfolio Partners, LLC., additional shares of the voting common stock of the Company so that the value of current shares owned by EDA, Larry Hickman, and Genesis Portfolio Partners, LLC., is not less than the value used to determine number of shares set forth in Section 2.1.(A) of this Agreement. 2.5. Location Commitment; Mandatory Repurchase; Put Options. So long as EDA is owner of any Shares of Company stock, the Company's administrative, marketing, product research & development, warehouse and manufacturing facilities shall be located within the City of Elk River. In the event that the Company no longer maintains ALL such facilities within the City of Elk River, the EDA shall have the option to require the Company to repurchase the Shares owned by EDA within 30 days of written demand. The repurchase price shall be the last price per share offered in any private or public offering authorized by the Board of Directors of the Company, but not less than twice the price used to calculate Shares provided to the EDA under 2.1.(A) of this Agreement. 3. COMPANY RESPONSIBILITIES • 3.1. Financial Statements and Employee Reports. The Company shall provide EDA with "bookkeeper-prepared" quarterly financial statements and all available audited financial statements (Note: EDA does eda/doc/masagrmt 3