Stock Purchase And Investor Rights Agreement (Page 6 of 9) in pdf

Agreement that are required to be performed or complied with by it on or

before a Closing, or after a Closing.

Conditions to the Company’s Obligations at the Closings.

5.1

The obligations of the Purchaser under this Agreement are subject to the

fulfillment at or before each Closing of the following conditions:

5.1.1 Representations and Warranties. The representations and warranties of the

Purchaser contained in Section 4 hereof shall be true and correct as of

such Closing.

5.1.2 Payment of Purchase Price. Purchaser shall have delivered to the Sellers

the applicable purchase price.

Additional Agreements.

6.1.1 Rule 144.

The Purchaser agrees that he will transfer these securities only in accordance with

rule 144, or otherwise legally in accordance with a registration of these securities,

if any.

General Provisions.

Successors and Assigns. The terms and conditions of this Agreement shall inure to the

benefit of and be binding upon the respective successors and assigns of the parties.

7.1

Governing Law; Jurisdiction. Any dispute, disagreement, conflict of interpretation

or claim arising out of or relating to this Agreement, or its enforcement, shall be

governed by the laws of the State of _____________. Company and Purchaser

hereby irrevocably and unconditionally submit, for themselves and their property,

to the nonexclusive jurisdiction of the State courts of the State of _____________

and of the United States District Court in Grand Rapids _____________, and any

appellate court from any thereof, in any action or proceeding arising out of or

relating to this Agreement, or for recognition or enforcement of any judgment,

and each of the parties hereto hereby irrevocably and unconditionally agrees that

all claims in respect of any such action or proceeding between the two of them

may be heard and determined in such _____________ State or, to the extent

permitted by law, in such Federal court. Each of the parties hereto agrees that a

final judgment in any such action or proceeding shall be conclusive and may be

enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law. Each party hereby irrevocably and unconditionally waives, to

the fullest extent it may legally and effectively do so, any objection which it may

Stock Purchase And Investor Rights Agreement Page 6