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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 EDA may agree to exercise
<br /> its option to extend or renew the term of the Sublease. 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, stock
<br /> • price dilution, combination of 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 Portfolio Partners, LLC., at a value which is
<br /> less 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 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
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