AGREEMENT AND PLAN OF SHARE EXCHANGE by and among AuraSound, Inc., a California corporationShare Exchange Agreement • February 23rd, 2007 • Hemcure Inc • Blank checks • California
GUARANTY AGREEMENTGuaranty Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
THIS PERSONAL GUARANTY AGREEMENT (this “Guaranty”) is made as of February 5, 2007 by Arthur Liu ( “Guarantor”), whose address is ___________________________________ whose social security number is ____________, in favor of Apex Investment Fund, Ltd. (“Lender”).
LOAN AGREEMENTLoan Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
THIS LOAN AGREEMENT (this “Agreement”), is executed as of February 5, 2007, by and between AuraSound, Inc. a California corporation (the “Company”), and Apex Investment Fund, Ltd. (the “Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 11th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of July 10,2010 by and among ASI Holdings Limited, a Hong Kong corporation (“ASI Holdings”), ASI Audio Technologies, LLC, an Arizona limited liability company and wholly-owned subsidiary of ASI Holdings (“ASI Arizona”) (ASI Holdings and ASI Arizona are referred to sometimes collectively herein as “Sellers”, and each individually as “Seller”), and AuraSound, Inc., a Nevada corporation (the “Buyer”). Sellers and Buyer are referred to sometimes collectively herein as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 10, 2010 by and among AuraSound, Inc., a Nevada corporation (the “Company”‘).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
THIS AMENDMENT NO. 1 (this “Amendment), dated as of July 31, 2010, is entered into by and among ASI Holdings Limited, a Hong Kong Corporation (“ASI Holdings’“), ASI Audio Technologies, LLC, an Arizona limited liability company and wholly-owned subsidiary of ASI Holdings (“ASI Arizona”), and AuraSound, Inc., a Nevada corporation (the “Buyer”).
ContractNote Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF EVEN DATE HEREOF BETWEEN LENDER (AS DEFINED BELOW), AND MAPLERIDGE INSURANCE SERVICES.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2007 • Hemcure Inc • Blank checks • Nevada
SERVICES, OPERATIONS AND MANAGEMENT AGREEMENTServices Agreement • October 9th, 2008 • AuraSound, Inc. • Household audio & video equipment • California
This Agreement, effective as of October 8, 2008 (this “Agreement”), is made and entered into by and between Aura Sound, Inc., a Nevada corporation (“Aura Sound”), and its wholly owned subsidiary Aura Sound, Inc., a California corporation, having their principal place of business at 11839 E. Smith Ave., Santa Fe Springs, CA 90670 (“Subsidiary”), and GGEC America Inc., a California company (“GGEC”) having its principle place of business at 1801 E. Edingar Ave. #255, Santa Ana, CA 92705 (each, a “Party”, collectively the “Parties”).
AGREEMENT TO CONVERT DEBTAgreement to Convert Debt • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
This Agreement to Convert Debt (this “Agreement”) is made as of July (Q 2010 (the “Effective Date”) by and among Inseat SoUitions LLC, a California Limited Liability Company (“Inseat”), and AuraSound, inc., a Nevada corporation.
AGREEMENT TO CONVERT DEBTAgreement to Convert Debt • November 20th, 2007 • Hemcure Inc • Household audio & video equipment
This Agreement to Convert Debt (the “Agreement”) is made as of October 15, 2007 (the “Effective Date”) by and among Inseat Solutions, LLC, a California Limited Liability Company (the “Holder”), and Hemcure, Inc., a Nevada corporation.
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
THIS NONCOMPETITION AGREEMENT, dated as of July 30,2010 (the “Agreement”), is made and entered into by and between AuraSound, Inc., a Nevada corporation (“AuraSound”), and Harald Armin Weisshaupt, an individual and resident of Hong Kong and the State of California, USA (“Wejsshaupt”).
SECURITY AGREEMENTSecurity Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
This Security Agreement (“Agreement”) is made this 5th day of February, 2007 (the “Effective Date”), by and between Aura Sound, Inc., a California corporation (“Debtor”) whose address is 11839 East Smith Ave, Santa Fe Springs, CA 90670 and Apex Investment Fund, Ltd.
Security AgreementSecurity Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
This Security Agreement (“Agreement”) is made this 29th day of January 2007 (the “Effective Date”), by and between AuraSound, Inc., a California corporation (“Debtor”) whose address is 11839 East Smith Ave, Santa Fe Springs, CA 90670, and Westrec Properties Inc. & Affiliated Companies 401(k) Plan (“Secured Party”).
WAIVER, RELEASE AND WARRANT MODIFICATION AGREEMENTWaiver, Release and Warrant Modification Agreement • October 5th, 2009 • AuraSound, Inc. • Household audio & video equipment
AMENDED AND RESTATED AGREEMENT AND PLAN OF SHARE EXCHANGE by and among AuraSound, Inc., a California corporation and the Shareholders of AuraSound, Inc., on the one hand; and Hemcure, Inc., an Nevada corporation, SBC Business Consulting, LLC, a...Share Exchange Agreement • June 13th, 2007 • Hemcure Inc • Blank checks • California
This Amended and Restated Agreement and Plan of Share Exchange, dated as of June 7, 2007 (this “Agreement”), is made and entered into by and among AuraSound, Inc., a California corporation (“Aura Sound”), and the shareholders of Aura Sound listed on Schedule I attached hereto (each, an “Aura Sound Shareholder”, collectively, the “Aura Sound Shareholders”), on the one hand; and Hemcure, Inc., a publicly traded Nevada corporation (OTCBB: HMCU) (“Hemcure”), Synergy Business Consulting, LLC, a Delaware limited liability company and the majority shareholder of Hemcure (“SBC”), and Bartly J. Loethen, the managing member of SBC (“Loethen”), on the other hand.
LOAN AGREEMENTLoan Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
THIS LOAN AGREEMENT (this “Agreement”), is executed as of January 29, 2007, by and between AuraSound, Inc. a California corporation (the “Company”), and Westrec Properties Inc. & Affiliated Companies 401(k) Plan (the “Lender”).
REINSTATEMENT OF AND FIRST AMENDMENT TO SERVICES, OPERATIONS AND MANAGEMENT AGREEMENTServices, Operations and Management Agreement • February 12th, 2010 • AuraSound, Inc. • Household audio & video equipment • Nevada
This Reinstatement of and First Amendment to Services, Operations and Management Agreement (referred to herein as the “Amendment”), effective on December 15, 2009, is made and entered into by and between Aura Sound, Inc., a Nevada corporation (“Aura Sound”), and its wholly owned subsidiary Aura Sound, Inc., a California corporation, having their principal place of business at 11839 East Smith Ave., Santa Fe Springs, California 90670 (“Subsidiary”), and GGEC America Inc., a California corporation (“GGEC”), having its principle place of business at 1801 East Edingar Ave. #255, Santa Ana, California 92705 (each, a “Party”, collectively the “Parties”).
ASI HOLDINGS, LTD. July 30,2010Lock-Up Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
Reference is made to that certain Asset Purchase Agreement, dated as of July 10, 2010 (the “Agreement”), by and among AuraSound, Inc., a Nevada corporation (“AuraSound”), ASI Holdings, Ltd., a Hong Kong corporation (“ASI”), and ASI's wholly-owned subsidiary, ASI Audio Technologies, LLC, an Arizona limited liability company (“ASI Arizona”), pursuant to which AuraSound is acquiring certain assets and liabilities of ASI and ASI Arizona. Pursuant to the Agreement, AuraSound will issue 5,988,005 shares of its common stock (the “Lock-Up Shares”) to ASI's shareholders as follows: 5,389,204 shares to Sunny World Associates Limited, a British Virgin Islands corporation (“Sunny World”), and 598,801 shares to Faithful Aim Limited (“Faithful Aim”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
This Employment Agreement (the “Agreement”) is entered into as of July 30, 2010 by and between Harald Armin Weisshaupt (the “Executive”) and AuraSound, Inc., a Nevada corporation (the “Company”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 25th, 2007 • Hemcure Inc • Blank checks • California
THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of January 29, 2007 (the “Effective Date”), is entered into between Mapleridge Insurance Services, a California S corporation ("Mapleridge") and Westrec Properties Inc. & Affiliated Companies 401(k) Plan (the “Plan”) (sometimes collectively referred to as the “Creditors” or, individually as a “Creditor”), based upon the following:
WAIVER, RELEASE AND WARRANT MODIFICATION AGREEMENTWaiver, Release and Warrant Modification Agreement • September 16th, 2009 • AuraSound, Inc. • Household audio & video equipment
THIS WAIVER, RELEASE AND WARRANT MODIFICATION AGREEMENT (this “Agreement”) is entered into by and between AuraSound, Inc., a Nevada corporation (“AuraSound”), and the undersigned holder of securities of AuraSound (the “Holder”).
ContractManufacturing Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH SIX ASTERISKS (“******”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
