REINSTATEMENT OF AND FIRST AMENDMENT TO SERVICES, OPERATIONS AND MANAGEMENT AGREEMENT
REINSTATEMENT
OF AND FIRST AMENDMENT TO
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 00000 Xxxx Xxxxx Xxx.,
Xxxxx Xx Xxxxxxx, Xxxxxxxxxx 00000 (“Subsidiary”), and GGEC America Inc., a
California corporation (“GGEC”), having its
principle place of business at 0000 Xxxx Xxxxxxx Xxx. #000, Xxxxx Xxx,
Xxxxxxxxxx 00000 (each, a “Party”, collectively
the “Parties”).
RECITALS
WHEREAS, effective October 8,
2008, the Parties entered into that certain “Services, Operations and Management
Agreement” (the “Agreement”) pursuant to which GGEC agreed to provide certain
services to the Company and loans to the Subsidiary;
WHEREAS, paragraph 3.1 of the
Agreement states:
3.1 Term and Termination.
The term of this Agreement shall begin on October 6, 2008 and shall continue for
a period of six (6) months or until the completion (closing) of the Acquisition,
whichever occurs earlier. Any funds loaned to the Company or Subsidiary by GGEC
prior to the date hereof shall be deemed Bridge Loans within the meaning set
forth herein and shall be governed by this Agreement and its attachments. This
Agreement may be renewed in writing upon the mutual agreement of the
Parties.
WHEREAS, the Parties have
continued to act in accordance with the terms of the Agreement, irrespective of
the fact that the Agreement terminated on April 6, 2009; and
WHEREAS, the Parties wish to
reinstate the Agreement and to revise paragraph 3.1 of the Agreement to extend
the date of termination.
NOW, THEREFORE, the Parties
hereto, intending to be legally bound, agree as follows:
AGREEMENT
1. Reinstatement of
Agreement. By executing this Amendment, the Parties agree that
the Agreement, and each and every provision thereof, will be
reinstated.
2. Extension of Termination
Date. In accordance with paragraph 4.7 of the Agreement, the
Parties agree that the first sentence of paragraph 3.1 shall be deleted in its
entirety and shall be replaced with the following:
The term
of this Agreement shall begin on October 6, 2008 and shall continue until June
30, 2010 or until the completion (closing) of the Acquisition, whichever occurs
earlier.
3. Remainder of Agreement to Remain the
Same. The Parties agree that, except as expressly amended by
this Amendment, all of the other terms and provisions of the Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the
Parties have executed this Amendment as of the date first written
above.
| AuraSound, Inc., a Nevada corporation | ||||
|
By:
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/s/
Xxxxxx Xxx
|
|||
|
Xxxxxx
Xxx
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||||
|
Chief
Executive Officer and
|
||||
|
Chairman
of the Board
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||||
|
Address:
|
00000
Xxxx Xxxxx Xxxxxx
|
|||
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Xxxxx
Xx Xxxxxxx, Xxxxxxxxxx 00000
|
||||
| AuraSound, Inc., a California corporation | ||||
|
By:
|
/s/
Xxxxxx Xxx
|
|||
|
Xxxxxx
Xxx
|
||||
|
Chief
Executive Officer and
|
||||
|
Chairman
of the Board
|
||||
|
Address:
|
00000
Xxxx Xxxxx Xxxxxx
|
|||
|
Xxxxx
Xx Xxxxxxx, Xxxxxxxxxx 00000
|
||||
| GGEC America Inc., a California corporation | ||||
|
By:
|
/s/
Xxxxx Xxxxx
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|||
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Xxxxx
Xxxxx
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||||
|
President
|
||||
|
Address:
|
0000
Xxxx Xxxxxxx Xxx. #000
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|||
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Xxxxx
Xxx, Xxxxxxxxxx 00000
|
||||
