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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, combination of shares of
<br /> dividends payable in capital stock, the Company shall convey and issue to the
<br /> EDA, Larry Hickman, and Genesis Business Centers, Ltd. 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 Business Centers, Ltd. is
<br /> not less than the value used to determine number of shares set forth in
<br /> Section 2.1.(A) of this Agreement.
<br /> 2.3. Continuing Obligation. The Company and the EDA may
<br /> mutually agree (however none of the parties are required to so agree) to an
<br /> extension or renewal of the lease term. In such event, additional shares shall
<br /> be issued to the EDA, Larry Hickman, and Genesis Business Centers, Ltd., at
<br /> the commencement of such extension or renewal on the same basis as is set
<br /> forth in Section 2.1., except that an appropriate proportional adjustment
<br /> shall be made to the number of shares issued in the event that subsequent to
<br /> the date of this Memorandum, there has been any change in the voting
<br /> shares of the Company by reason of any reorganization, merger,
<br /> consolidation, recapitalization, reclassification, stock split, combination of •
<br /> shares, or dividend payable in capital stock.
<br /> 2.4. Anti-dilution Clause. In the event that the shares of
<br /> voting common stock of the Company are sold to parties other than EDA,
<br /> Larry Hickman, and Genesis Business Centers, Ltd., at a value which is less
<br /> than the value used to determine number of shares set forth in Section
<br /> 2.1.(A) of this Agreement, the Company shall convey and issue to EDA, Larry
<br /> Hickman, and Genesis Business Centers, Ltd., additional shares of the voting
<br /> common stock of the Company so that the value of current shares owned by
<br /> EDA, Larry Hickman, and Genesis Business Centers, Ltd., is not less than
<br /> the value used to determine number of shares set forth in Section 2.1.(A) of
<br /> this Agreement.
<br /> 2.5. Location Commitment; Mandatory Repurchase; Put
<br /> Options. So long as EDA is owner of any Shares of Company stock, the
<br /> Company's administrative, marketing, product development, warehouse and
<br /> manufacturing facilities shall be located within the City of Elk River. In the
<br /> event that the Company no longer maintains ALL such facilities within the
<br /> City of Elk River, the EDA shall have the option to require the Company to
<br /> repurchase the Shares owned by EDA within 30 days of written demand. •
<br /> The repurchase price shall be the last price per share offered in any private
<br /> or public offering authorized by the Board of Directors of the Company, but
<br /> not less than twice the price used to calculate Shares provided to the EDA
<br /> under 2.1.(A) of this Agreement.
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