EXHIBIT 10.1
EXHIBIT 10.1 Subscription Agreement dated as of April 17, 2000, between the
Company and Xxxxxx X. Xxxxxx
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of April 17,
2000, by and between XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX LIVING
TRUST DATE MARCH 6, 1998, located at 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000
("Investor"), and MCLAREN AUTOMOTIVE GROUP, INC., a Delaware corporation with
offices at 00000 Xxxx Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 ("McLaren").
RECITALS:
A. McLaren has offered to sell, and Investor desires to acquire, Four Hundred
Thousand (400,000) shares of the common stock of McLaren, par value $0.00001 per
share (the "Shares"), for the aggregate purchase price of $800,000 (the
"Purchase Price") at a per share price equal to $2.00 (the "Offering"); and
X. XxXxxxx and Investor desire to consummate the Offering in accordance with the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
1. Purchase and Sale of Shares. McLaren hereby agrees to sell to Investor, and
Investor hereby agrees to purchase from McLaren, the Shares at the Purchase
Price and on the terms and conditions described herein. Investor shall deliver
the Purchase Price in immediately available funds to:
Xxxxxxxxxx X. Xxxxx
Chief Financial Officer
McLaren Automotive Group, Inc.
00000 Xxxx Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Upon receipt of the Purchase Price, McLaren will cause the Shares to be issued
by its stock transfer agent and delivered to Investor at Investor's address set
forth above. The purchase of the Shares shall be deemed to have occurred on the
date that the immediately available funds representing the Purchase Price are
received by McLaren.
2. Representations and Warranties of Investor. Investor hereby acknowledges,
represents and warrants as follows:
(a) INVESTOR ACKNOWLEDGES THAT THE SHARES HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION D UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
(b) Investor has the financial ability to bear the economic risk of
Investor's investment in the Shares (including a complete loss of Investor's
investment) and has no need for liquidity with respect to Investor's investment
in the Shares.
(c) Investor has such knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of an
investment in the Shares and has obtained, in Investor's judgment, sufficient
information from McLaren to evaluate the merits and risks of an investment in
the Shares.
(d) Investor is an "accredited investor" as that term is defined in
Rule 501(a) promulgated under Regulation D of the Securities Act.
(e) Investor is acquiring the Shares for his own account and not with a
view to the distribution thereof within the meaning of the Securities Act.
(f) The Shares are not being subscribed for by Investor as a result of
any material information about McLaren's business that has not been publicly
disclosed.
(g) Investor has been given the opportunity to ask questions of, and
receive answers from, the management of McLaren concerning the terms and
conditions of the Offering and other matters pertaining to Investor's
investment, and has been given the opportunity to obtain such additional
information necessary to verify the accuracy of the information which was
otherwise provided in order for Investor to evaluate the merits and risks of an
investment in the Shares to the extent McLaren possesses such information or can
acquire it without unreasonable effort or expense.
(h) Investor has received and reviewed McLaren's Annual Report on Form
10-KSB for the year ended September 30, 1999, Quarterly Report on Form 10-QSB
for the quarter ended December 31, 1999, Current Report on Form 8-K filed March
28, 2000, 1999 Annual Report to Shareholders, and Definitive Proxy Statement for
the Annual Meeting of Shareholders to be held April 18, 2000.
(i) Investor acknowledges that the representations, warranties,
agreements, undertaking and acknowledgments made by Investor in this Agreement
are made with the intent that they be relied upon by McLaren and its management
in determining Investor's suitability as a purchaser of the Shares.
3. Representations and Warranties of McLaren. McLaren hereby acknowledges,
represents and warrants that the Shares, when issued to Investor, shall be
validly issued, fully paid and non-assessable.
4. Registration of Shares. Investor shall have no right to demand or participate
in the registration of the Shares except as, and only to the extent, provided in
a separate registration rights agreement, if any, which is executed on behalf of
the Company.
5. Miscellaneous.
(a) Modification. Neither this Agreement nor any provision hereof shall
be modified, discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, change, discharge or termination is
sought.
(b) Notices. Any notice, demand or other communication which any party
hereto may be required, or may elect, to give to anyone interested hereunder
shall be sufficiently given if (i) delivered by a recognized national courier
service to such address as may be given herein, or (ii) delivered personally at
such address.
(c) Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns.
(d) Entire Agreement. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof, and there are no
representations, covenants or other agreements except as stated or referred to
herein.
(e) Assignability. This Agreement is not transferable or assignable by
either party.
(f) Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan applicable to contracts
made and to be performed entirely within such state without giving effect to the
choice of law provisions of such state.
(g) Counterparts; Facsimile Execution. This Agreement may be executed
through the use of separate signature pages or in any number of counterparts,
and each of such counterparts shall, for all purposes, constitute one agreement
binding on all the parties, notwithstanding that all parties are not signatories
to the same counterpart. This Agreement may be signed by fax delivery of a
signed signature page to the other party and such fax execution shall be valid
in all respects.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
McLAREN AUTOMOTIVE GROUP, INC.
By: /s/ Wiley X. XxXxx
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Wiley X. XxXxx, President
INVESTOR:
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, TRUSTEE OF THE
XXXXXX X. XXXXXX LIVING TRUST DATED
MARCH 6, 1998
