SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of _______________, 2005 (this
"Agreement"), between John C. Kennedy (the "Director Investor") and
Cooper-Standard Holdings Inc., a Delaware corporation (the
"Company").
WHEREAS, on the terms and subject to the conditions set forth
below,
the Director Investor desires to subscribe for and acquire from the
Company, and
the Company desires to issue and sell to the Director Investor, the
number of
shares of common stock, par value $0.01 per share (the "Common
Stock"), of the
Company set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements
set forth herein, the adequacy of which are hereby acknowledged,
the parties
hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms
shall
have the meanings set forth below:
"Affiliate" of any Person means any other Person directly or
indirectly
controlling, controlled by or under common control with such
Person. The
term "control" means, with respect to any Person, the power to
direct or
cause the direction of the management or policies of such Person,
directly
or indirectly, whether through the ownership of voting securities,
by
contract or otherwise; and the terms "controlling" and "controlled"
have
meanings correlative to the foregoing.
"Agreement" has the meaning set forth in the preamble hereto.
"Assumption Agreement" means the Assumption Agreement,
substantially in
the form of Exhibit A hereto
"Business Day" means any day other than a Saturday, Sunday or day
on
which commercial banks in New York, New York are authorized or
required by
law to remain closed.
"Closing" has the meaning set forth in Section 3 below.
"Closing Date" has the meaning set forth in Section 3 below.
"Common Stock" has the meaning set forth in the preamble hereto.
"Company" has the meaning set forth in the preamble hereto.
"Director Investor" has the meaning assigned to such term in the
preamble hereto.
"Governmental Body" means any government or governmental or
regulatory
body thereof, or political subdivision thereof, of any country or
subdivision thereof, whether international, supranational,
national,
federal, state or local, or any agency or
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instrumentality thereof, or any court or regulatory (including a
stock
exchange or other self-regulatory body) authority or agency.
"Person" means any individual, corporation, limited liability
company,
limited or general partnership, joint venture, association,
joint-stock
company, trust, unincorporated organization, government or any
agency or
political subdivisions thereof or any group comprised of two or
more of the
foregoing.
"Purchase Price" has the meaning set forth in Section 2 below.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 23, 2004, by and among the Company
and each
of the stockholders of the Company whose name appears on the
signature pages
listed therein.
"Securities Act" means the Securities Act of 1933, as amended, and
the
rules and regulations promulgated thereunder.
"Stockholders Agreement" means the Stockholders Agreement, dated as
of
December 23, 2004, by and among the Company and each of the
stockholders of
the Company whose name appears on the signature pages listed
therein.
2. Subscription for and Purchase of the Common Stock. Pursuant to
the
terms and subject to the conditions set forth in this Agreement,
the Director
Investor hereby subscribes for and agrees to purchase, and the
Company hereby
agrees to issue and sell to the Director Investor, on or within 90
days
following the date hereof, up to 2,500 shares of Common Stock (the
"Shares") at
a purchase price per share equal to $100 per share (the "Purchase
Price"). For
purposes of this Agreement, the purchase price per share shall be
subject to
adjustment for any stock dividends, combinations, splits or the
like subsequent
to the date hereof and prior to the Closing.
3. The Closing. The closing (the "Closing") of the issuance and
sale of
the Shares shall take place on a mutually agreed upon date (the
"Closing Date ")
on or within 90 days following the date hereof. The Closing shall
occur at the
main offices of the Company, unless an alternative location is
mutually agreed
upon. At the Closing, the following shall occur:
(a) the Director Investor shall deliver to the Company the Purchase
Price payable by delivery to the Company of such amount by wire
transfer of
immediately available funds or a certified check payable to the
Company as
consideration for the Shares to be issued hereunder; and
(b) the Company shall duly issue the Shares to be received by the
Director Investor pursuant to Section 2, and shall deliver to the
Director
Investor stock certificates representing the Shares purchased by
the
Director Investor.
4. Stockholders Agreement and Registration Rights Agreement. On the
Closing Date, the Director Investor shall execute and deliver the
Assumption
Agreement. The Shares will be issued subject to the rights and
restrictions set
forth in the Assumption Agreement and the Stockholders Agreement
and the
Registration Rights Agreement, as set forth therein.
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5. Representations and Warranties of the Company. The Company
represents and warrants to the Director Investor as follows:
(a) (i) the Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware and
has full corporate power and authority to execute and deliver this
Agreement
and to perform its obligations hereunder, and (ii) this Agreement
has been
duly authorized, executed and delivered by the Company and is
valid, binding
and enforceable against the Company in accordance with its terms;
(b) the Shares to be issued to the Director Investor pursuant to
this
Agreement, when issued and delivered in accordance with the terms
hereof,
will be duly and validly issued and, upon receipt by the Company of
the
Purchase Price therefor, will be fully paid and nonassessable with
no
personal liability attached to the ownership thereof and will not
be subject
to any preemptive rights and restrictions on transfer other than
under
applicable securities laws, the terms of this Agreement or the
Stockholders
Agreement;
(c) the execution, delivery and performance by the Company of this
Agreement will not (i) conflict with the certificate of
incorporation or
by-laws of the Company, (ii) result in any material breach of any
terms or
provisions of, or constitute a material default under, any material
contract, agreement or instrument to which the Company is a party
or by
which the Company is bound, (iii) violate any United States federal
or state
law, rule or regulation applicable to the Company or (iv) require
any
consent, waiver, approval, order, permit or authorization of, or
declaration
or filing with, or notification or report to, any Governmental
Body; and
(d) the transactions contemplated by this Agreement do not violate
any
"blue sky" or other securities law of any jurisdiction or require
the
Company to file a registration statement with the SEC or apply to
qualify
any securities under the "blue sky" or other securities law of any
jurisdiction.
6. Representations and Warranties of the Director Investor. The
Director Investor represents and warrants to the Company as
follows:
(a) (i)(x) the Director Investor is over 21 years of age, (y) the
address set forth in Section 9(a)(2) hereof is the true and correct
address
and residence of the Director Investor, and (z) the Director
Investor has no
current intention of becoming a resident of any other state or
jurisdiction
in the foreseeable future and (ii) this Agreement has been, duly
authorized,
executed and delivered by the Director Investor and is valid,
binding and
enforceable against the Director Investor in accordance with its
terms;
(b) the execution, delivery and performance by the Director
Investor of
this Agreement will not (i) result in any material breach of any
terms or
provisions of, or constitute a material default under, any material
contract, agreement or instrument to which the Director Investor is
a party
or by which the Director Investor is bound, (ii) violate any United
States
federal or state law, rule or regulation applicable to the Director
Investor
or (iii) except as set forth on Schedule 6(b), require any consent,
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waiver, approval, order, permit or authorization of, or declaration
or
filing with, or notification or report to, any Governmental Body;
(c) the Director Investor is acquiring the Shares for investment
solely
for investment for its own account and not with a view to, or for
sale in
connection with, the distribution or other disposition thereof;
(d) the Director Investor has been advised by the Company that:
(i)
the offer and sale of the Shares have not been registered
under the Securities Act;
(ii)
there is no established market for the Shares and it is not
anticipated that there will be any public market for the
Shares in the foreseeable future;
(iii) Rule 144 promulgated under the Securities Act is not
presently available with respect to the sale of any
securities of the Company;
(iv)
when and if shares of the Shares may be disposed of without
registration under the Securities Act in reliance on Rule
144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of Rule 144;
(v)
if the Rule 144 exemption is not available, the offer or
sale of the Shares without registration will require
c
