AURA SYSTEMS, INC.
a Delaware Corporation
SUBSCRIPTION AGREEMENT
THE COMMON STOCK WHICH IS BEING SUBSCRIBED FOR HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND
THE RULES AND REGULATIONS THERETO, NOR HAVE SUCH SECURITIES BEEN REGISTERED OR
QUALIFIED UNDER ANY STATE'S SECURITIES LAWS. ACCORDINGLY, IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF SUCH SECURITIES UNLESS (1) SUCH SECURITIES ARE
SUBSEQUENTLY REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR EXEMPTIONS THEREFROM ARE AVAILABLE, AND (2) THE PROPOSED SALE
OR TRANSFER WILL NOT CONSTITUTE A VIOLATION OF THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
This Subscription Agreement by the undersigned ("Subscriber") is for Units
("Units") of Common Stock of Aura Systems, Inc. ("Aura" or the "Company"), a
Delaware corporation.
1. Subscription. Subject to the terms and conditions hereof, the Subscriber
hereby applies to purchase the number of Units of Aura indicated below at
________ per Unit, each Unit consisting of _________, shares of Common
Stock, with a minimum subscription of one Unit _____________ unless said
minimum is waived by the Company.
2. Acceptance of Subscription. Aura reserves the unrestricted right to reject
this subscription in whole or in part and nothing stated herein shall be
construed as a promise to issue any securities subscribed for herein.
Subscriptions need not be accepted in the order received and Units may be
allocated in the event of over subscription. If this subscription is not
accepted by the Company within five (5) business days of receipt of the
full subscription price, all subscription proceeds will be returned by the
Company.
3. Warranties of the Subscriber. The Subscriber represents and warrants as
follows (for persons subscribing jointly, the representations and
warranties set forth below are true as to all such persons. For revocable
trusts, the representations and warranties set forth below are also true as
to each grantor of the trust. For corporations, partnerships, trusts and
other entities formed specifically to invest in Aura (including any entity
in which any one of the beneficial owners may elect not to participate in
the investment) the representations and warranties set forth below are also
true as to every person having a beneficial interest in such corporation,
partnership, trust or other entity):
(i) The Subscriber is acquiring the Units and the Common Stock which
comprises the Units ("Securities") for his own account (or if the
Subscriber is a trustee, an agent subscribing for a corporation or
other entity, or a partner subscribing for a partnership, for the
account of the entity which is represented) for investment and not
with a view to resale or distribution. He has not offered or sold any
portion of his Securities and has no present intention of dividing his
Securities with others or of reselling or otherwise disposing of any
portion thereof either currently or after the passage of a fixed or
determinable period of time or upon the occurrence of nonoccurrence of
any predetermined event or circumstance.
(ii) The Subscriber is aware that the Securities are speculative and that
he may lose his entire investment and he can afford to bear the risks
of an investment in Aura, including the risk of losing his entire
investment.
(iii) The Subscriber or his purchaser representative both:
(a) Have been provided an opportunity to obtain information concerning
Aura and any other relevant matters as Subscriber has requested; and
(b) Have been given the opportunity to ask questions of and receive
answers from Aura concerning the terms and conditions of the offering
of the Units.
(iv) All the information which has heretofore been furnished to Aura
pursuant to the Offeree Questionnaire(s) or which is set forth herein
with respect to the Subscriber's financial position and business
experience is correct and complete as of the date hereof and if there
is any change in such information prior to his purchase of the Units,
he will immediately furnish such revised or corrected information to
Aura.
(v) The Subscriber is aware that he must bear the economic risk of his
investment in Aura for an indefinite period of time because: (1) the
Securities have not been registered under the Securities Act of 1933,
as amended (the "Act"), or qualified under the California Corporate
Securities Law of 1968 or any other state securities laws, and
therefore cannot be sold, assigned or otherwise disposed of unless
appropriate exemptions from such registration or qualification
requirements are available; (2) Aura will place a legend on the
certificates evidencing the Securities (unless and until, with respect
to the Common Stock, a Registration Statement covering the Securities
is in effect) stating that the Securities have not been registered
under the Act or any state securities laws and setting forth the
limitations on resale contained above and Aura will also require that
its registrar and transfer agent make a notation of such restrictions
in its appropriate records; and (3) there is no public market for such
Units. He further understands and agrees that Aura will not honor any
attempt by him to sell, transfer of otherwise dispose of the
Securities in the absence of either an effective Registration
Statement and qualification under applicable Blue Sky laws or
exemptions therefrom.
(vi) The Subscriber acknowledges that a legend will be placed on any
certificates or instruments evidencing the Securities substantially as
set forth on the first page of this Subscription Agreement for as long
as necessary to comply with the Act and applicable state securities
laws.
(vii)The Subscriber is an "accredited investor" as such term is defined in
Regulation D under the Act. The Subscriber is over the age of
twenty-one years (if an individual), and is knowledgeable and
experienced with respect to investment matters such as a proposed
purchase of Securities. He has such knowledge and experience in
business and financial matters as to be capable of evaluating the
merits and risks of this investment and has the capacity to protect
his own interests in connection with this investment.
(viii) The Subscriber agrees to indemnify and hold harmless Aura and its
directors, officers, affiliates and agents from and against any and
all losses, damages and liabilities (including, but not limited to,
court costs and reasonable attorneys' fees) arising or resulting from,
or attributable to, any breach of the representations and warranties
set forth in this Paragraph 3 or the fact that any of the
representations, acknowledgements or understandings set forth in this
Paragraph 3 are untrue or without adequate factual basis to be
considered true and not misleading.
(ix) The Securities offered hereby were not offered to the Subscriber by
way of general solicitation or general advertising.
(x) The Subscriber has adequate means of providing for his current needs
and possible personal contingencies, and he has no need now, and
anticipates no need in the foreseeable future, to sell this
investment, and consequently, without limiting the generality of the
foregoing, he is able to hold his securities for an indefinite period
of time and has a sufficient net worth to sustain a loss of his entire
investment in Aura in the event such loss should occur.
(xi) The Subscriber has decided to subscribe to purchase the securities on
the basis of his own independent investigation and has relied on no
oral statements, representations or warranties as to the quality of
the investment other than from his purchaser representative.
4. Registration Rights. Subscriber shall be entitled to registration rights
for the Shares on the terms and subject to the conditions set forth in
Appendix 1 to this Agreement.
5. Applicable Law. This Subscription Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
laws of the State of California.
6. Survival. All representations, warranties and covenants contained in this
Subscription Agreement shall survive the acceptance of the subscription and
the issuance of the Securities.
7. Number of Units. Subject to acceptance by Aura, the undersigned hereby
irrevocably subscribes for Units in accordance with the terms and
conditions of this Subscription Agreement, as follows:
1 Unit at Two Hundred and Fifty Thousand Dollars per Unit ($0.0765 per
Share ) for an aggregate subscription price of $ 250,000.00.
One Hundred Percent (100%) of the subscription price
must accompany this Subscription Agreement.
8. Items to be Delivered by Subscriber. The following items must be delivered
herewith:
A. Completed and executed Subscription Agreement.
B. Wire transfer in the amount of 100% of the total subscription price to
the account of Aura Systems, Inc., as per the Company's written wire
transfer instructions.
SECURITIES ARE TO BE REGISTERED AS FOLLOWS:
(check one)
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[ ] INDIVIDUAL OWNERSHIP
(One signature required)
[ ] TENANTS IN COMMON
(All tenants must sign)
[ ] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
(All tenants must sign)
[ ] COMMUNITY PROPERTY
(Both spouses must sign)
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[ ] PARTNERSHIP
(Authorized Partner(s) must sign)
[ ] CORPORATION OR OTHER ENTITY
(Authorized officer(s) or agent(s) must sign)
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[ ] TRUST
(Authorized Trustee(s) must sign)
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