ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
ARTICLE EX EMPLOYEE MATTERS 27 9.1 Offers of Employment 27 ARTICLE X OTHER POST-CLOSING COVENANTS 28 10.1 Access to Information; Record Retention; Cooperation 28 10.2 Non-Solicitation and No Hiring 29 10.3 Non-Competition 30 10.4 Payment of Assumed Liabilities 30 10.5 Insurance 30 10.6 Name Change 30 10.7 Registration Statement 31 10.8 Working Capital 31 ARTICLE XI DEFINITIONS 31 ARTICLE XII MISCELLANEOUS 37 12.1 Press Releases and Announcements 37 12.2 No Third Party Beneficiaries 37 12.3 Intentionally Omitted 37 12.4 Entire Agreement 37 12.5 Succession and Assignment 37 12.6 Notices 38 12.7 Amendments and Waivers 38 12.8 Severability 38 12.9 Expenses 39 12.10 Specific Performance 39 12.11 Governing Law 39 12.12 Submission to Jurisdiction 39 12.13 Construction 39 12.14 WAIVER OF JURY TRIAL 39 12.15 Incorporation of Exhibits and Schedules 39 12.16 Counterparts and Facsimile Signature 39
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 10, 2010 by and among AuraSound, Inc., a Nevada corporation (the “Company”‘).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
THIS AMENDMENT NO. 1 (this “Amendment), dated as of July 31, 2010, is entered into by and among ASI Holdings Limited, a Hong Kong Corporation (“ASI Holdings’“), ASI Audio Technologies, LLC, an Arizona limited liability company and wholly-owned subsidiary of ASI Holdings (“ASI Arizona”), and AuraSound, Inc., a Nevada corporation (the “Buyer”).
AGREEMENT TO CONVERT DEBTAgreement to Convert Debt • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
This Agreement to Convert Debt (this “Agreement”) is made as of July (Q 2010 (the “Effective Date”) by and among Inseat SoUitions LLC, a California Limited Liability Company (“Inseat”), and AuraSound, inc., a Nevada corporation.
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
THIS NONCOMPETITION AGREEMENT, dated as of July 30,2010 (the “Agreement”), is made and entered into by and between AuraSound, Inc., a Nevada corporation (“AuraSound”), and Harald Armin Weisshaupt, an individual and resident of Hong Kong and the State of California, USA (“Wejsshaupt”).
ASI HOLDINGS, LTD. July 30,2010Lock-Up Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
Reference is made to that certain Asset Purchase Agreement, dated as of July 10, 2010 (the “Agreement”), by and among AuraSound, Inc., a Nevada corporation (“AuraSound”), ASI Holdings, Ltd., a Hong Kong corporation (“ASI”), and ASI's wholly-owned subsidiary, ASI Audio Technologies, LLC, an Arizona limited liability company (“ASI Arizona”), pursuant to which AuraSound is acquiring certain assets and liabilities of ASI and ASI Arizona. Pursuant to the Agreement, AuraSound will issue 5,988,005 shares of its common stock (the “Lock-Up Shares”) to ASI's shareholders as follows: 5,389,204 shares to Sunny World Associates Limited, a British Virgin Islands corporation (“Sunny World”), and 598,801 shares to Faithful Aim Limited (“Faithful Aim”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment • California
This Employment Agreement (the “Agreement”) is entered into as of July 30, 2010 by and between Harald Armin Weisshaupt (the “Executive”) and AuraSound, Inc., a Nevada corporation (the “Company”).
ContractManufacturing Agreement • March 7th, 2011 • AuraSound, Inc. • Household audio & video equipment
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH SIX ASTERISKS (“******”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
