SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of _______________, 2005
(this "Agreement"), between Leo F. Mullin (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 wi
