AGREEMENT FOR SALE AND LEASEBACK
This Agreement for Sale and Leaseback (this "Agreement"), dated as of
December 1, 2002, is entered into by and between Aura Systems, Inc., a Delaware
corporation ("Aura"), and each of the individuals listed on Schedule 1 and
Schedule 2 attached hereto (collectively, the "Purchaser"), with regard to the
following:
RECITALS
A. Aura is the owner of one hundred percent (100%) of the authorized and
existing shares of capital stock (collectively, the "Stock") of Aura Realty,
Inc., a Delaware corporation ("Aura Realty"). Aura Realty is the owner of those
certain real properties commonly known as 0000 Xxxxxx Xxxxxx and 0000 Xxxx
Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx, the legal descriptions of which are attached
hereto as Exhibit "A" (collectively, the "Real Property").
B. Certain members of Purchaser were shareholders of Aura on June 1, 1998.
C. Aura desires to sell the Stock to Purchaser under the terms and
conditions stated below and continue to lease the Real Property from Aura Realty
by and pursuant to that certain new lease agreement attached hereto as Exhibit
"B" (the "New Lease").
D. Purchaser desires to purchase the Stock from Aura, inclusive of the
assets and liabilities set forth in Aura Realty's unaudited balance sheet as of
August 31, 2002, under the terms and conditions stated below and concurrent with
the transfer of the Stock, to lease the Real Property to Aura pursuant to the
New Lease.
NOW, THEREFORE, in consideration of the Recitals and the mutual
covenants, conditions and agreements set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties covenant, warrant, represent and agree as follows:
1. Sale of the Stock and Execution of the New Lease.
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1.1. The Initial Closing. The sale of the Stock and execution of the New
Lease ("Initial Closing") shall occur on or before Noon on December 1, 2002
("Initial Closing Date") at Aura's headquarters at 0000 Xxxxxx Xxxxxx, Xx
Xxxxxxx, Xxxxxxxxxx, unless mutually extended or terminated by either party in
writing, as follows:
A. Following execution of this Agreement, Aura and Purchaser shall
request LaSalle's (as defined in Section 2.1.C) consent to the transfer of
the Stock to Purchaser and execution of the New Lease by executing and
delivering the form of transfer request attached hereto as Exhibit "C" and
Aura shall pay any transfer fees imposed by LaSalle (provided, however, in
no event shall Aura be obligated to pay any transfer fees in excess of an
amount equal to two percent (2%) of the then outstanding principal balance
of the Note (as defined in Section 2.1.C)) and Purchaser shall execute such
documents and instruments in the form reasonably required by LaSalle,
including any substitute indemnity and guaranty agreements required by
LaSalle to release Aura from its indemnity and guaranty obligations under
the Secured Loan (as defined in Section 1.2). Aura and Purchaser shall
cooperate with each other and shall provide LaSalle with all information
reasonably requested by LaSalle to obtain LaSalle's consent.
Notwithstanding the foregoing, Aura will remain liable to LaSalle under
that certain Environmental Indemnity Agreement dated June 3, 1998 and the
Guaranty of Recourse Obligations of Borrower dated June 3, 1998 until such
consent and release has been obtained from LaSalle.
B. Purchaser agrees to purchase and Aura agrees to sell one hundred
percent (100%) of the Stock for the net sum (the "Purchase Price") of Two
Million Two Hundred Sixty-Six Thousand Seven Hundred Forty-Three and 03/100
Dollars ($2,266,743.03), less (i) the down payments and the closing and
document preparation costs for which Purchaser is entitled to a credit in
accordance with Section 3.1 (which shall therefore reduce the cash portion
of the Purchase Price to be paid by Purchaser at the Initial Closing) and
(ii) the security deposits (the "Security Deposits") and the holdback (the
"Holdback") that are required as security for the performance of Aura's
obligations (which shall be paid at the Initial Closing Date by Purchaser
to Aura in lawful money of the United States). Purchaser has delivered to
Aura an initial down payment of $878,750.00 to be credited towards the
Purchase Price.
C. On the Initial Closing Date (except as provided otherwise below),
Aura shall execute the following documents: (i) a promissory note (the
"Aura Note") in the form of Exhibit "H"; (ii) an assignment for security
purposes (the "Alpha Assignment") in the form of Exhibit "D" of Alpha
Ceramics, Inc.'s ("Alpha") payment obligations under that certain Asset
Purchase Agreement dated as of February 29, 2000, between Alpha, as Buyer,
Aura Ceramics Inc., as Seller, and Aura, as Stockholder (as amended from
time to time, the "Alpha Agreement"); (iii) a pledge (the "Pledge") in the
form of Exhibit "I" of the Security Deposits and the Holdback in the
aggregate amount of $481,806.50 (collectively, the "Cash Collateral"); (iv)
an endorsement (in blank) to Purchaser of the transfer of the Stock; (v)
the New Lease; (vi) within five (5) business days after the Initial Closing
Date, all books and records of Aura Realty in Aura's possession; and (vii)
a corporate resolution of Aura authorizing this transaction. Purchaser may
file a UCC-1 Financing Statement to perfect its security interest in the
Alpha Assignment and the Cash Collateral and Aura will execute such
documents and perform such acts as Purchaser shall reasonably request to
perfect such security interest. At the Initial Closing, and in exchange for
the payment of the Purchase Price to Aura, Aura shall deliver the Stock to
Purchaser, endorsed in blank to Purchaser. In addition, within seven (7)
business days after the Initial Closing Date, Aura shall cause Purchaser to
be named as an additional insured under any existing insurance policies
maintained by Aura with respect to the Real Property.
D. If LaSalle consents to the transfer of Stock, the Aura Note shall
be cancelled and returned to Aura and 100% of the Stock will be delivered
to Purchaser. If LaSalle does not consent, the Aura Note shall be delivered
to Purchaser and 49.9% of the Stock shall be deemed to have been delivered
to Purchaser at the Initial Closing
1.2. Refinancing; Second Closing. If LaSalle does not consent to the
transfer of Stock, Purchaser and Aura shall exercise their best commercially
reasonable efforts to obtain a refinancing of Aura Realty's existing loan (the
"Secured Loan"), as evidenced by the Note, which Note is secured by the Deed of
Trust (as defined in Section 2.1.C) encumbering the Real Property, as soon as
reasonably possible after July 31, 2003 but no later than eighteen (18) months
after the Initial Closing Date, on terms and conditions reasonably acceptable to
Aura and Purchaser. Aura shall pay all reasonable costs to obtain the
refinancing, such as any customary refinancing fees and points, documentation
fees and title insurance, and any prepayment penalties and charges required by
LaSalle as a result of the refinancing. All proceeds from the refinancing shall
first be applied to prepayment of the Secured Loan, and any remaining proceeds
from the refinancing after the prepayment of the Secured Loan shall, in the
following order, be (i) applied to reimburse Aura for the payment of costs
incurred to obtain the refinancing, such as any customary refinancing fees and
points, documentation fees and title insurance, and (ii) delivered to Purchaser.
None of the monies received from the refinancing shall be used to pay any
prepayment penalties or other charges in connection with the prepayment of the
Secured Loan. When Aura Realty refinances the Secured Loan and the Secured Loan
is repaid in full, (i) Aura shall sell and Purchaser shall acquire the remaining
shares of the Stock (the "Second Closing"), and concurrently Purchaser shall
cancel and return the Aura Note in consideration for the transfer and receipt of
the remaining shares of the Stock; (ii) Aura and Aura Realty shall terminate the
existing lease agreement by and between Aura Realty and Aura for the Real
Property (the "Aura Existing Lease"), the New Lease shall become effective and
concurrently Aura shall either reaffirm the Alpha Assignment and the Pledge of
the Cash Collateral as security for the New Lease or provide Aura Realty with
the Substitute Additional Security (as defined in Section 1.4); and (iii) Aura
shall deliver the remainder of the Stock to Purchaser, properly endorsed to
Purchaser. The cancellation and return of the Aura Note is the full and only
consideration to be paid by Purchaser for the remaining shares of the Stock
transferred to Purchaser.
1.3. Execution of the New Lease. At the Initial Closing, Aura Realty and
Aura shall execute the New Lease and make the payments as required and set forth
in the New Lease. The New Lease shall provide for (i) monthly base rent of $1.09
per square rentable foot (i.e., a monthly base rent of $81,806.50) and (ii) a
ten (10) year term with early termination options on the third (3rd), fifth
(5th) and eighth (8th) anniversaries of the New Lease commencement date upon
payment of a termination fee equal to one (1) year's base rent if exercised on
the third (3rd) anniversary of the New Lease commencement date or six (6)
month's base rent if exercised on the fifth (5th) anniversary of the New Lease
commencement date or three (3) month's base rent if exercised on the eighth
(8th) anniversary of the New Lease commencement date. If LaSalle does not
consent to the transfer of Stock to Purchaser, the effective date of the New
Lease shall be the date of the Second Closing, and Aura shall make net monthly
payments to Purchaser on or before the first (1st) day of each calendar month in
the total aggregate amount of approximately $30,332 plus the interest-only
payments due under the Aura Note. Any monthly payment due from Aura that is more
than ten (10) days late shall be subject to a five percent (5%) late fee. The
Aura Note will (a) have a maturity date of no later than eighteen (18) months
after the Initial Closing Date, (b) provide for such 5% late fee if the monthly
payments are more than ten (10) days late and (c) be secured by the Pledge.
Notwithstanding the foregoing, if LaSalle does not consent to the transfer of
Stock to Purchaser, Purchaser shall not claim that any payments are due and
payable by Aura under the Aura Existing Lease nor be entitled to receive any
payments that may become due and payable under the Aura Existing Lease.
1.4. Additional Security. At the Initial Closing, Aura will provide
Purchaser with additional security to secure Aura's performance of certain
obligations in the form of the Alpha Assignment and the Pledge of the Cash
Collateral. Aura acknowledges that as of August 1, 2002, the payment obligations
of Alpha under the Alpha Agreement are approximately $2.3 million consisting of
deferred monthly amortizing payments in the aggregate amount of $2,100,000
(approximately $30,332 per month) and an additional $200,000 payment due on
September 30, 2007. Notwithstanding the foregoing, after the transfer of 100% of
the Stock to Purchaser, Aura shall have the right to substitute $670,000 in cash
as the additional security (the "Substitute Additional Security") in lieu of the
Alpha Assignment and receive a termination and release of the Alpha Assignment.
If, after the transfer of 100% of the Stock to Purchaser, (i) Aura has
substituted $670,000 in cash as the Substitute Additional Security and (ii) Aura
has reported two (2) consecutive quarters with breakeven cash flow from Aura's
operations as reported on its form 10Q or 10K filed with the SEC, the Substitute
Additional Security shall be reduced to $270,000 and Purchaser shall release
$400,000 of the Substitute Additional Security to Aura within five (5) business
days after written notice thereof to and confirmation by Purchaser. If Aura
reports three (3) consecutive quarters with breakeven cash flow from Aura's
operations as reported on its form 10Q or 10K filed with the SEC, the Substitute
Additional Security shall be further reduced from $270,000 to $100,000 and
Purchaser shall release an additional $170,000 of the Substitute Additional
Security to Aura within five (5) business days after written notice thereof to
and confirmation by Purchaser. If Aura reports net positive cash flow from
Aura's operations as reported on its form 10K filed with the SEC in total for
any four (4) rolling quarters, the Alpha Assignment shall be terminated or the
Substitute Additional Security shall be reduced to $0 and Purchaser shall
release all of the Substitute Additional Security to Aura, as the case may be,
within five (5) business days after written notice thereof to and confirmation
by Purchaser. Upon Aura's satisfaction of the above, Purchaser shall execute
such documents as are reasonably required to evidence the termination and
release of the Alpha Assignment within five (5) business days after written
notice thereof to Purchaser. If Aura raises additional capital in the aggregate
amount of not less than $2,000,000 through the sale of equity or from a source
other than the Alpha Agreement or this Agreement, Purchaser shall release the
Holdback to Aura within three (3) business days after issuance by Aura of a
press release to that effect. If LaSalle does not consent to the transfer of the
Stock, the Alpha Assignment and the Pledge of the Cash Collateral shall secure
Aura's obligation to transfer the remaining balance of the shares of the Stock
on the date of the Second Closing at which time the Alpha Assignment and the
Pledge of the Cash Collateral shall secure Aura's performance under the New
Lease, subject to Aura's rights under this Section 1.4. In addition, until Aura
transfers the remaining balance of the shares of Stock to Purchaser, (a) the
monthly $30,332 payment payable by Alpha under the Alpha Agreement shall be
deposited by Alpha directly into a separate account established by Aura at a
bank reasonably selected by Purchaser, (b) such bank will be irrevocably
instructed to sweep the monthly payment immediately upon deposit into a separate
account established by Purchaser at the same bank, and (c) Purchaser shall
credit Aura $30,432 (which amount includes a $100 interest credit to Aura
because the sweep will occur approximately 15 days prior to the date that Aura's
monthly payment is due under Section 1.3 above) against Aura's monthly payment
obligation due under Section 1.3 above.
1.5. Facility Inspection. Aura shall allow Purchaser or its representative
to conduct a complete facility inspection at Purchaser's sole cost and expense.
Purchaser shall defend, indemnify and hold Aura, Aura Realty, LaSalle and the
Real Property harmless from any and all claims, causes of action, costs,
liabilities and damages associated with or arising from Purchaser's inspection
and entry onto the Real Property. Purchaser shall name Aura, LaSalle and Aura
Realty as additional insureds on Purchaser's commercial general liability
policy. Aura shall be responsible for making (i) any required roof repairs and
electrical repairs (in order for the facility's electrical system to comply with
the applicable building code) to the facility within ninety (90) days after the
Initial Closing Date, (ii) any required HVAC repairs to the facility within one
hundred twenty (120) days after the Initial Closing Date and (iii) any other
required repairs to the facility within twelve (12) months after the Initial
Closing Date. After Aura has completed the HVAC repairs set forth in (ii) above,
Aura shall, (a) at Aura's sole cost and expense, obtain a maintenance service
contract, in customary form and substance, for the HVAC and (b) be responsible
for any other HVAC repairs to the facility in an amount not to exceed $5,000 per
year. Purchaser shall not be liable for any damages resulting from Aura's
failure to timely complete any of the repairs set forth in (i), (ii) or (iii)
above.
1.6. Subscription. Purchaser shall subscribe to purchase no less than
13,725,490 shares of Aura's common stock for the sum of $1,050,000.00. Purchaser
has already advanced to Aura $1,050,000 toward the $1,050,000 subscription sum
prior to the Initial Closing and Aura has issued to Purchaser all of the
appropriate shares of Aura's common stock against such advance of cash.
Purchaser shall also have the option until the Initial Closing to subscribe to
purchase additional shares of Aura's common stock for up to an additional sum of
$500,000. The option purchase price shall not be greater than $0.0765 per share.
Purchaser has already advanced to Aura $430,000 toward this option prior to the
Initial Closing and Aura has issued or will issue to Purchaser all of the
appropriate shares of Aura's common stock against such advance of cash. All
early issued shares will be subject to all of the rights and restrictions on the
full subscription. The subscription agreement attached hereto as Exhibit "E"
shall provide for registration rights and penalties for failure to file timely
the registration statements and or amendments on all subscribed shares under
this Agreement.
1.7. Warrants. Aura shall issue and deliver to Purchaser at the Initial
Closing warrants (the "Warrants") exercisable for 15,000,000 shares of Aura's
common stock (the "Warrant Shares"), in form and substance as set forth in
Exhibit "F" attached hereto, with a term of five (5) years from the Initial
Closing Date, and with the following exercise prices (i) $0.15 per share during
the first twenty-four (24) months following the Initial Closing Date, (ii) $0.20
per share from the twenty-fifth (25th) month through the thirty-sixth (36th)
month following the Initial Closing Date, and (iii) $0.25 per share from the
thirty-seventh (37th) month through the remainder of the five (5) year term. The
Warrants will have registration rights and penalties for failure to file timely
the registration statements and or amendments on all Warrant Shares as set forth
in the warrants agreement attached hereto as Exhibit "F".
1.8. Changes in Aura's Capitalization. In the event of a stock split,
reverse stock split or other recapitalization, appropriate adjustments shall be
made in the number of shares and/or per share price under Sections 1.6 and 1.7
of this Agreement in order to effect the intent and purpose of the applicable
provisions of this Agreement.
2. Representations and Warranties of the Parties.
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2.1. Representations and Warranties of Aura. In order to induce Purchaser
to enter into this Agreement, Aura makes the following representations,
warranties and agreements each as of the Initial Closing Date unless otherwise
specified by the terms hereof, all of which shall survive the execution and
delivery of this Agreement with the understanding that the consummation of this
transaction shall be deemed to constitute a representation and warranty that the
matters specified in this Section 2.1 are true and correct in all material
respects on and as of the Initial Closing.
A. Aura is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware with the requisite
corporate power and authority to own and use its properties and assets and
to transact the business in which it is engaged. Aura Realty is a
corporation, duly incorporated, validly existing and in good standing under
the laws of the State of Delaware with the requisite corporate power and
authority to own and use its properties and assets and to transact the
business in which it is engaged.
B. Aura is the sole and exclusive owner of all of the Stock. There are
no encumbrances, outstanding options, warrants, script rights, rights to
subscribe to, calls or commitments of any character whatsoever relating to
or giving any person any right to subscribe for or acquire any shares of
the Stock. Neither Aura nor Aura Realty is in violation of any of the
provisions of their respective certificates of incorporation, bylaws or
other charter or similar organizational documents.
C. Aura Realty is the sole and exclusive fee owner of the Real
Property. The sole outstanding indebtedness owed by Aura Realty is that
indebtedness owed to LaSalle National Bank, as trustee of Xxxxxx Xxxxxxx
Capital, I, Inc., 1998-C1 ("LaSalle"), which indebtedness at this time is
in the sum of not more than $5,114,799.44, plus interest, and which
indebtedness is pursuant to that certain Promissory Note (the "Note") in
the original principal amount of $5,450,000.00 executed on June 3, 1998 in
favor of GateCapital Funding, Inc. and assigned to LaSalle, which Note is
secured by that certain Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing dated as of June 3, 1998 (the "Deed of Trust")
encumbering the Real Property. To the best of Aura's knowledge, no default
currently exists under the Secured Loan; provided, however, Aura has
disclosed to Purchaser that a default interest charge is currently
outstanding under the Secured Loan and Aura shall cure such charge within
ten (10) business days after the Initial Closing Date.
D. To the best of Aura's knowledge, no other liens or encumbrances
exist on the Real Property as set forth in the Title Report for the Real
Property dated as of June 10, 2002, a copy of which has been delivered to
Purchaser.
E. Aura's net worth has been less than $100,000,000 since 1998 and the
holder of the Note has not demanded compliance with the terms of the Deed
of Trust relating to Aura's net worth. If the holder of the Note require a
reserve with respect to the Aura's net worth, Aura shall pay any required
deposits and reserves until such net worth covenant has been satisfied or
removed and the parties shall cooperate with each other to reduce the
amount of deposits and reserves that LaSalle may reasonably require.
F. Aura has not filed for bankruptcy protection nor does it have any
intention or plans to file for bankruptcy.
G. Aura is the sole and exclusive owner of all of the payment and
monies due from Alpha under the Alpha Agreement. There are no outstanding
rights, rights to acquire, calls, pledges, liens or commitments of any
character whatsoever relating to or giving any person or entity any right
to the payments and monies due to Aura under the Alpha Agreement. Until
such time as Aura has transferred all of the Stock to Purchaser, Aura shall
not transfer any of its rights in the Alpha Agreement.
H. To the best of Aura's knowledge, Alpha has not filed for bankruptcy
protection and Aura has no knowledge that Alpha has any intention to file
for bankruptcy. To the best of Aura's knowledge, no default currently
exists under the Alpha Agreement and Aura has no knowledge of any adverse
financial or other conditions at Alpha that may result in delays or
nonperformance on the Alpha Agreement.
2.2. Representations and Warranties of Purchaser. In order to induce Aura
to enter into this Agreement, Purchaser makes the following representations,
warranties and agreements each as of the Initial Closing Date unless otherwise
specified by the terms hereof, all of which shall survive the execution and
delivery of this Agreement with the understanding that the consummation of this
transaction shall be deemed to constitute a representation and warranty that the
matters specified in this Section 2.2 are true and correct in all material
respects on and as of the Initial Closing.
A. Xxx Xxxxxxxx has been appointed the attorney-in-fact for the
individuals listed on Schedule 1 in connection with the transaction
provided for in this Agreement and has the requisite power and authority to
enter into this transaction and to execute on behalf of such individuals
this Agreement, the Alpha Assignment, the Pledge or any other document to
be executed in connection with this transaction.
B. Xxx Xxxxx has been appointed the attorney-in-fact for the
individuals listed on Schedule 2 in connection with the transaction
provided for in this Agreement and has the requisite power and authority to
enter into this transaction and to execute on behalf of such individuals
this Agreement, the Alpha Assignment, the Pledge or any other document to
be executed in connection with this transaction
C. Purchaser is in receipt of a copy of the Title Report, Note and
Deed of Trust, which Deed of Trust was duly assigned to LaSalle.
D. Purchaser is in receipt of and has reviewed Aura Realty's unaudited
balance sheet as of August 31, 2002.
E. Purchaser is acquiring the Stock, shares of Aura's common stock and
the Warrant Shares (collectively, the "Securities") for its own account,
for investment and not with a view to resale or distribution. Purchaser has
not offered or sold any portion of its Securities and has no present
intention of dividing its Securities with any third party 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
non-occurrence of any predetermined event or circumstance.
F. Purchaser is aware that the Securities are speculative and that it
may lose its entire investment and Purchaser can afford to bear the risks
of an investment in Aura, including the risk of losing its entire
investment.
G. Purchaser:
(1) Has been provided an opportunity to obtain information
concerning Aura and any other relevant matters as Purchaser has
requested; and
(2) Has been given the opportunity to ask questions of and
receive answers from Aura concerning the Securities.
H. Purchaser is aware that it must bear the economic risk of its
investment in the Securities 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 Warrants. Purchaser further understands and agrees
that Aura will not honor any attempt by Purchaser 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.
I. Purchaser acknowledges that a legend will be placed on any
certificates or instruments evidencing the Securities for as long as
necessary to comply with the Act and applicable state securities laws. In
addition, the Shares will be legended to reflect that they are subject to
the terms and conditions of this Agreement.
J. Purchaser is an "accredited investor" as such term is defined in
Regulation D under the Act. Purchaser is knowledgeable and experienced with
respect to investment matters such as a proposed purchase of Securities.
Purchaser 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 its own interests in connection
with this investment.
K. Purchaser has decided to acquire the Securities on the basis of its
own independent investigation and has relied on no oral statements,
representations or warranties of Aura, including its agents, consultants or
employees, as to the quality of the investment in the Securities.
L. Certain members of Purchaser were shareholders of Aura on June 1,
1998, and attached hereto as Exhibit "G" is a true and correct list of any
and all members of Purchaser that were a shareholder of Aura on June 1,
1998, including their respective name, address and telephone number.
3. Miscellaneous.
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3.1. Concurrent with and as a part of the Initial Closing, Aura shall pay
reasonable fees, costs and expenses incurred by Purchaser in connection with
this Agreement in an amount which shall not exceed $10,000.00. No other fees
will be required to be paid at any time by Aura on behalf of Purchaser except as
expressly set forth herein.
3.2. Entire Agreement. This Agreement, together with its exhibits, contains
the entire understanding of the parties with respect to the subject matter
hereof except that Purchaser has received and reviewed with counsel, other
documents mentioned in this Agreement.
3.3. Notices. Any and all notices or communications required or permitted
hereunder shall be in writing and shall be deemed given and effected if by
facsimile or personal delivery, on the date of transmission and if by mail, on
the third day after the postmark date. The addresses for such communications
shall be:
If to Aura: Aura Systems, Inc.
0000 Xxxxxx Xxxxxx
Xx Xxxxxxx, XX 00000
Attn.: Xxxxxxx Froch, Esq.
Facsimile No.: (000) 000-0000
If to Purchaser: c/o Aries Group Ltd.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn.: Xxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
With a copy to: Xxx Xxxxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
3.4. Headings Descriptive. The headings herein are for convenience only and
do not constitute a party of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
3.5. Governing Law. This Agreement, and the rights and obligations of the
parties hereunder, shall be construed in accordance with and governed by the
laws of the State of California.
3.6. Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same Agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
AURA:
AURA SYSTEMS, INC., a Delaware corporation
By /s/ Xxxx X. Xxxxxx
______________________________________
Xxxx X. Xxxxxx
CEO and Chairman of the Board of Directors
PURCHASER:
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx, attorney-in-fact for the individuals listed on Schedule 1
/s/ Xxx Xxxxx
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Xxx Xxxxx, attorney-in-fact for the individuals listed on Schedule 2
