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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/25/17 Aura Systems Inc 10-Q 5/31/17 46:2.1M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 166K
2: EX-10.1 Second Amendment to Transaction Documents Dated HTML 26K
March 14, 2017 Among Registrant and Those Persons
Who Have Signed the Signature Page Thereto
3: EX-10.2 Third Amendment to Transaction Documents Dated HTML 31K
April 8, 2017 Among Registrant and Those Persons
Who Have Signed the Signature Page Thereto
4: EX-10.3 Second Amendment to Debt Refinancing Agreement HTML 24K
Dated April 9, 2017 by and Between Aura Systems,
Inc., on the One Hand, and Warren Breslow and the
Survivors Trust Under the Warren L. Breslow Trust,
on the Other Hand
5: EX-31.1 Certification -- §302 - SOA'02 HTML 19K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 19K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 15K
14: R1 Document and Entity Information HTML 35K
15: R2 Balance Sheets (Unaudited) HTML 76K
16: R3 Balance Sheets (Parenthetical) (Unaudited) HTML 24K
17: R4 Statements of Operations (Unaudited) HTML 53K
18: R5 Statements of Cash Flows (Unaudited) HTML 77K
19: R6 Accounting Policies HTML 36K
20: R7 Going Concern HTML 21K
21: R8 Notes Payable HTML 48K
22: R9 Accrued Expenses HTML 22K
23: R10 Shareholders' Equity HTML 45K
24: R11 Related Parties Transactions HTML 22K
25: R12 Commitments HTML 21K
26: R13 Subsequent Events HTML 18K
27: R14 Accounting Policies (Policies) HTML 41K
28: R15 Notes Payable (Tables) HTML 25K
29: R16 Accrued Expenses (Tables) HTML 20K
30: R17 Shareholders' Equity (Tables) HTML 46K
31: R18 Going Concern (Details) HTML 23K
32: R19 Notes Payable (Details) HTML 38K
33: R20 Notes Payable (Parenthetical) (Details) HTML 39K
34: R21 Notes Payable (Details Textual) HTML 112K
35: R22 Accrued Expenses (Details) HTML 29K
36: R23 Shareholders' Equity (Details) HTML 45K
37: R24 Shareholders' Equity (Details 1) HTML 37K
38: R25 Shareholders' Equity (Details 2) HTML 38K
39: R26 Shareholders' Equity (Details 3) HTML 58K
40: R27 Shareholders' Equity (Details Textual) HTML 34K
41: R28 Related Parties Transactions (Details) HTML 65K
42: R29 Commitments (Details) HTML 37K
43: R30 Subsequent Events (Details) HTML 21K
45: XML IDEA XML File -- Filing Summary XML 71K
44: EXCEL IDEA Workbook of Financial Reports XLSX 39K
8: EX-101.INS XBRL Instance -- ausi-20170531 XML 568K
10: EX-101.CAL XBRL Calculations -- ausi-20170531_cal XML 75K
11: EX-101.DEF XBRL Definitions -- ausi-20170531_def XML 271K
12: EX-101.LAB XBRL Labels -- ausi-20170531_lab XML 608K
13: EX-101.PRE XBRL Presentations -- ausi-20170531_pre XML 438K
9: EX-101.SCH XBRL Schema -- ausi-20170531 XSD 85K
46: ZIP XBRL Zipped Folder -- 0001213900-17-010947-xbrl Zip 65K
Exhibit 10.1
SECOND AMENDMENT TO TRANSACTION DOCUMENTS
This SECOND AMENDMENT TRANSACTION DOCUMENTS (this “Amendment”), is entered into this 14th day of March 2017, (the “Execution Date”) by and among Aura Systems, Inc., a Delaware corporation (the “Company”), and those other persons who have signed the signature page hereto (the “Signatories”), with reference to that certain Securities Purchase Agreement dated May 7, 2013 (as amended, the “Purchase Agreement”) by and among the Company and the Buyers (as that term is defined in the Purchase Agreement). Capitalized terms not defined herein that are defined in the Purchase Agreement shall have the meaning ascribed to them in the Purchase Agreement.
WHEREAS, on or about January 30, 2017 the Company and the Signatories entered into that certain First Amendment Transaction Documents agreement by which the parties agreed to amend the Transaction Documents, including without limitation, the Purchase Agreement; and
WHEREAS, the Company desires to further amend the Purchase Agreement as set forth herein; and
WHEREAS, pursuant to Section 11.11 of the Purchase Agreement, any amendment to the Purchase Agreement made by an instrument in writing signed by the Company and the Required Buyers shall be binding on all Buyers and holders of Securities, provided that such amendment applies to all of the holders of the Securities then outstanding; and
WHEREAS, the Signatories hold or have the right to acquire at least seventy-five percent (75%) of the Conversion Shares and the Warrant Shares on a fully-diluted basis and therefore constitute the Required Buyers; and
WHEREAS, the Signatories have agreed to amend the Purchase Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally hound, the Company and the Required Buyers hereby agree that the Purchase Agreement is, and hereby arc, as of and at the Execution Date, amended as follows:
1. Amendments to Purchase Agreement. Section 5.6 of The Purchase Agreement is hereby as amended to read in its entirety as follows:
5.6. Stockholder Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), with a proxy statement, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) to (i) to elect a new board of at least five (5) directors; (ii) to approve an amendment to the Certificate of Incorporation to effect up to a 1-for-7 reverse stock split of the Common Stock (such reverse stock split is referred to herein as the “Authorized Reverse Split”); and (iii) if, and to the extent required by Applicable Law, to approve the issuances granted to the Buyer hereunder (the affirmative approval of the Resolution being referred to herein as the “Stockholder Approval”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Resolutions, In connection therewith, the Company shall be obligated to (a) cause a preliminary proxy statement relating to the Resolutions and the Stockholder Meeting to be filed with the SEC by no later than April /0, 2017, and (b) hold the Stockholder Meeting promptly following the mailing of the definitive proxy statement.
C:
IN WITNESS WHEREOF, the Signatories and the Company have each caused this Second Amendment Transaction Documents to the duly executed as of the Execution Date set forth above.
| COMPANY: | ||
| AURA SYSTEMS, INC. | ||
| By: | /s/ Melvin Gagerman | |
| Melvin Gagerman | ||
| Chief Executive Officer | ||
| SIGNATORIES: | ||
| RBC Capital Markets LLC Cust FBO Bruce M. Dresner IRA | ||
| By: | /s/ Bruce M. Dresner | |
| Bruce M. Dresner | ||
| Robert T. Lempert | ||
| By: | /s/ Robert T. Lempert | |
| Robert T. Lempert | ||
| LPD Investments, Ltd | ||
| By: | /s/ Peter Dalrymple | |
| Peter Dalrymple | ||
| G.P. | ||
| Kenmont Capital Partners, L.P. | ||
| By: | /s/ Donald R. Kendall, Jr. | |
| Donald R. Kendall, Jr. | ||
| Managing Director | ||
| Keith Guenther | ||
| By: | /s/ Keith Guenther | |
| Keith Guenther | ||
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/25/17 | 10-Q | ||
| For Period end: | 5/31/17 | 10-Q/A | ||
| 1/30/17 | 8-K | |||
| 5/7/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/26/23 Aura Systems Inc. 10-K 2/28/23 90:5.9M EdgarAgents LLC/FA 6/21/22 Aura Systems Inc. 10-K 2/28/22 98:6.6M EdgarAgents LLC/FA 6/01/21 Aura Systems Inc. 10-K 2/28/21 62:4.2M EdgarAgents LLC/FA |