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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 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 /> 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, such term and possible extension as is
<br /> currently indicated in the Sublease attached as Exhibit A. In such event,
<br /> additional shares 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 shares issued in the
<br /> event that subsequent to the date of this Memorandum, there has been any
<br /> change in the voting shares of the Company by reason of any reorganization,
<br /> • merger, consolidation, recapitalization, reclassification, stock split,
<br /> combination of shares, or dividend payable in capital stock.
<br /> 2.4. Anti-dilution Clause. So long as the Sublease attached as
<br /> Exhibit A remains in full force and effect, 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 Portfolio Partners, LLC, 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 Portfolio Partners, LLC, additional shares of the
<br /> voting common stock of the Company so that the value of current shares
<br /> owned by EDA, Larry Hickman, and Genesis Portfolio Partners, LLC, is not
<br /> less than the value used to determine number of shares set forth in Section
<br /> 2.1.(A) of 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 warehouse, diettaibizitieil, final assembly, and shipping/packaging Oc9
<br /> facilities shall be located within the City of Elk River. In the event that the
<br /> Company no longer maintains all such facilities within the City of Elk River,
<br /> • the EDA shall have the option to require the Company to repurchase the
<br /> Shares owned by EDA within 30 days of written demand. The repurchase
<br /> price shall be the price used to calculate Shares provided to the EDA under
<br /> 2.1.(A) of this Agreement.
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