RELEASE
This Release is being executed and delivered in accordance with Section
3.15 of the Exchange Agreement dated February 14, 2000 ("Agreement") by and
among INFINITY INVESTORS LIMITED, a corporation organized and existing under the
laws of Nevis, West Indies ("Infinity"), GLACIER CAPITAL LIMITED, a corporation
organized and existing under the laws of Nevis, West Indies ("Glacier"), GLOBAL
GROWTH LIMITED, a corporation organized and existing under the laws of Nevis,
West Indies ("Global"), SUMMIT CAPITAL LIMITED, a corporation organized and
existing under the laws of Nevis, West Indies ("Summit" and, together with
Infinity, Glacier and Global, each a "Fund", and collectively, the "Funds" or
the "Releasors") and AURA SYSTEMS, INC., a Delaware corporation (the "Company"
or "Releasee"). Capitalized terms used in this Release without definition have
the respective meanings given to them in the Agreement.
WITNESSETH:
WHEREAS, Releasors acknowledge that the execution and delivery
of this Release is a condition to the Company's obligation to make the Exchange
on the Closing Date pursuant to the Agreement and that the Company is relying on
this Release in consummating such Exchange.
NOW, THEREFORE, in consideration of the Purchase Price and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Releasors agree as follows:
Section 1. Recitals. The foregoing recital is true and correct.
Section 2. Release. Effective upon the execution and delivery
of this Release, each of the Releasors does hereby forever discharge and fully
release the Releasee from any and all actions, causes of action, claims,
contracts, obligations, demands, damages, costs, expenses, attorneys' fees,
compensation, debts and liabilities of any nature whatsoever, whether arising at
law or in equity, known or unknown, arising out of or relating to any matters,
transactions or events which existed or have occurred prior to the date of this
Release; provided, however, that such Release shall not (a) preclude the Funds
from asserting any and all matters in connection with the appointment of a
bankruptcy trustee, examiner, receiver or responsible person for the Company in
any bankruptcy, insolvency or other proceeding involving the Company, or (b)
include any and all claims or causes of action of the Funds of whatever
character or nature, at law or in equity, arising from, related to, or in
connection with any payments, conveyances or transfers of assets or property by
the Company to any Person, including, without limitation, to any of its
officers, directors, subsidiaries, Affiliates or Insiders.
Section 3. Representations and Warranties. Each of the Releasors represent
and warrants to the Releasee as of the date hereof that:
3.1. Authority and Enforceability. He has full power and
authority to execute and deliver this Release, on behalf of the Funds and to
obligate the Funds as provided herein. He has duly authorized, executed and
delivered this Release voluntarily, on behalf of the Funds and this Release
constitutes the legal, valid and binding agreement of the Funds, enforceable
against the Funds in accordance with its terms, except as such enforcement may
be limited by general principles of equity or by bankruptcy, insolvency, or
other similar laws affecting creditors' rights generally.
3.2. No Assignment. He has not assigned or transferred to any other person
or entity any rights or claims which if not so assigned or transferred would be
relinquished by this Release.
3.3. Review of Documentation and Release; Consultation with
Counsel. Releasors have provided a copy of the Release to its attorneys and have
had an adequate opportunity to consult with them and to take whatever actions it
has deemed necessary in order to adequately evaluate the terms and provisions
hereof and to determine to execute and deliver this Release.
3.4. No Reliance or Inducements. Except for the consideration
reflected in the recitals hereto, in executing and delivering this Release, the
Funds have not relied upon any statements, representations, conduct, or
information in any form, made or given by the Releasee or its representatives or
professional advisors.
Section 4. Miscellaneous.
4.1. Governing Law. The interpretation and construction of
this Release, and all matters relating hereto, shall be governed by the laws of
the State of New York, without regard to principles of conflicts of law.
4.2. Severability. The rights, benefits and obligations of the
Releasors pursuant to this Release shall be separate and apart and irrespective
of any other rights, benefits, obligations or conditions in any other agreement,
document or instrument, and if any other agreement, document or instrument, or
any provision thereof, shall be held to be invalid or unenforceable, this
Release and all provisions herein shall remain in full force and effect. If any
provision of this Release shall be held to be unenforceable, then the invalidity
of such specific provision shall not be held to invalidate any other provision
herein and such other provision shall remain in force and effect.
4.3. No Waiver. The waiver by any party of a breach or
violation of any provision of this Release shall not operate as, or be construed
to be, a waiver of any subsequent breach of the same or other provision hereof.
No single or partial exercise of any right, power or privilege hereunder
precludes any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
4.4. Amendments. This Release may be amended only in writing signed by the
Releasors and consented to by the
Releasee.
4.5. Construction. This Release shall be interpreted without regard to any
presumption or rule requiring construction against the Person causing this
Release to be drafted.
4.6. Entire Agreement. This Release sets forth the entire
understanding of the Releasors and the Releasee with respect to the subject
matter hereof. This Release supersedes all prior oral and written agreements and
understandings among the Releasors and the Releasee with respect to such subject
matter.
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[SIGNATURE PAGE]
[SIGNATURE PAGE]
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Release by their duly authorized agent as of the date first
indicated above.
INFINITY INVESTORS LIMITED
HW Partners, LP
Its Agent
By: HW Finance, LLC
Its Managing Partner
By:
Name: Stuart J. Chasanoff
Title: Senior Vice President
GLACIER CAPITAL LIMITED
HW Partners, LP
Its Agent
By: HW Finance, LLC
Its Managing Partner
By:
Name: Stuart J. Chasanoff
Title: Senior Vice President
GLOBAL GROWTH LIMITED
HW Partners, LP
Its Agent
By: HW Finance, LLC
Its Managing Partner
By:
Name: Stuart J. Chasanoff
Title: Senior Vice President
<PAGE>
SUMMIT CAPITAL LIMITED
HW Partners, LP
Its Agent
By: HW Finance, LLC
Its Managing Partner
By:
Name: Stuart J. Chasanoff
Title: Senior Vice President
