STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
This Stock Pledge Agreement (this "Agreement") is entered as of December 16, 2004, by and among AURA SYSTEMS, INC., a Delaware corporation (the "Pledgor"), and KOYAH MICROCAP PARTNERS MASTER FUND, L.P., a Cayman Islands limited partnership ("Pledgee").
AURA SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT (Intercreditor #3) Dated as of December 23, 2004Registration Rights Agreement • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 23, 2004, is made by and among AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and THE INVESTORS LISTED ON THE SIGNATURE PAGE HEREOF (each of whom is herein called individually, a "Investor" and all of whom are herein called, collectively, the "Investors"), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
This Security Agreement (this "Agreement") is entered into as of December 16, 2004, by AURA SYSTEMS, INC. a Delaware corporation (the "Debtor"), for the benefit of KOYAH MICROCAP PARTNERS MASTER FUND, L.P., a Cayman Islands limited partnership (the "Secured Party").
AGREEMENTLoan Agreement • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
THIS AGREEMENT (this "Agreement") is entered into as of December 16, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH MICROCAP PARTNERS MASTER FUND, L.P., a Cayman Islands limited partnership (the "Lender").
ContractConvertible Promissory Note • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE TRANSFER IS MADE IN ACCORANCE WITH RULE 144 UNDER SUCH ACT, (C) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (D) THE BORROWER OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
JOINDER AGREEMENTJoinder Agreement • December 30th, 2004 • Icm Asset Management Inc/Wa • Washington
THIS JOINDER AGREEMENT (this "Agreement") is made and entered into as of the 16th day of December, 2004, by and among KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership ("KLP"), KOYAH PARTNERS, L.P., a Delaware limited partnership ("KP") (KLP and KP are sometimes collectively referred to as "Koyah"), and KOYAH MICROCAP PARTNERS MASTER FUND, L.P., a Cayman Islands limited partnership ("Microcap").
