RELEASE
This Release is being executed and delivered in accordance with Section
3.15 of the Exchange Agreement dated February 14, 2000 ("Agreement") by and
among AURA SYSTEMS, INC., a Delaware corporation (the "Company" or "Releasor"),
and INFINITY INVESTORS LIMITED, a corporation organized and existing under the
laws of Nevis, West Indies ("Infinity"), GLACIER CAPITAL LIMITED, a corporation
organized and existing under the laws of Nevis, West Indies ("Glacier"), GLOBAL
GROWTH LIMITED, a corporation organized and existing under the laws of Nevis,
West Indies ("Global"), SUMMIT CAPITAL LIMITED, a corporation organized and
existing under the laws of Nevis, West Indies ("Summit" and, together with
Infinity, Glacier and Global, each a "Fund", and collectively, the "Funds" or
the "Releasees"). Capitalized terms used in this Release without definition have
the respective meanings given to them in the Agreement.
WITNESSETH:
WHEREAS, Releasor acknowledges that the execution and delivery of this
Release is a condition to each Fund's obligation to make the Exchange on the
Closing Date pursuant to the Agreement and that each of the Funds is relying on
this Release in consummating such Exchange.
NOW, THEREFORE, in consideration of the Secured Notes and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Releasor agrees as follows:
Section 1. Recitals. The foregoing recital is true and correct.
Section 2. Release. Effective upon the execution and delivery of this
Release, the Releasor does hereby forever discharge and fully release each of
the Releasees, and its or their present or former agents, shareholders,
officers, directors, principals, advisors, employees, representatives,
attorneys, agents, heirs, predecessors, successors and assigns, from any and all
actions, causes of action, claims, contracts, obligations, demands, damages,
costs, expenses, attorneys' fees, compensation, debts and liabilities of any
nature whatsoever, whether arising at law or in equity, known or unknown,
arising out of or relating to any matters, transactions or events which existed
or have occurred prior to the date of this Release.
Section 3. Representations and Warranties. The Releasor represents and
warrants to each of the Releasees as of the date hereof that:
3.1. Authority and Enforceability. He has full power and authority to
execute and deliver this Release, on behalf of the Company and to obligate the
Company as provided herein. He has duly authorized, executed and delivered this
Release voluntarily, on behalf of the Company and this Release constitutes the
legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as such enforcement may be limited
by general principles of equity or by bankruptcy, insolvency, or other similar
laws affecting creditors' rights generally.
3.2. No Assignment. The Company has not assigned or transferred to any
other person or entity any rights or claims which if not so assigned or
transferred would be relinquished by this Release.
3.3. Review of Documentation and Release; Consultation with Counsel.
Releasor has provided a copy of the Release to its attorneys and has had an
adequate opportunity to consult with them and to take whatever actions it has
deemed necessary in order to adequately evaluate the terms and provisions hereof
and to determine to execute and deliver this Release.
3.4. No Reliance or Inducements. Except for the consideration reflected in
the recitals hereto, in executing and delivering this Release, the Company has
not relied upon any statements, representations, conduct, or information in any
form, made or given by any of the Releasees or their representatives or
professional advisors.
Section 4. Miscellaneous.
4.1. Governing Law. The interpretation and construction of this Release,
and all matters relating hereto, shall be governed by the laws of the State of
New York, without regard to principles of conflicts of law.
4.2. Severability. The rights, benefits and obligations of the Releasor
pursuant to this Release shall be separate and apart and irrespective of any
other rights, benefits, obligations or conditions in any other agreement,
document or instrument, and if any other agreement, document or instrument, or
any provision thereof, shall be held to be invalid or unenforceable, this
Release and all provisions herein shall remain in full force and effect. If any
provision of this Release shall be held to be unenforceable, then the invalidity
of such specific provision shall not be held to invalidate any other provision
herein and such other provision shall remain in force and effect.
4.3. No Waiver. The waiver by any party of a breach or violation of any
provision of this Release shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof. No single or
partial exercise of any right, power or privilege hereunder precludes any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder.
4.4. Amendments. This Release may be amended only in writing signed by the
Releasor and consented to by the Releasees.
4.5. Construction. This Release shall be interpreted without regard to any
presumption or rule requiring construction against the Person causing this
Release to be drafted.
4.6. Entire Agreement. This Release sets forth the entire understanding of
the Releasor and the Releasees with respect to the subject matter hereof. This
Release supersedes all prior oral and written agreements and understandings
among the Releasor and the Releasees with respect to such subject matter.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Release
as of the 14th day of February, 2000.
AURA SYSTEMS, INC.
By:
Name:
Title:
