Icm Asset Management Inc/Wa Sample Contracts

Warrant To Purchase Common Stock Of Aura Systems, Inc.
Icm Asset Management Inc/Wa • April 9th, 2004 • Washington

This Warrant is issued pursuant to the Thirteenth Amendment Agreement dated as of April 5, 2004 (the "Thirteenth Amendment Agreement"), by and among the Company and the Lenders named therein.

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STOCK PLEDGE AGREEMENT
Stock 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").

Contract
Icm Asset Management Inc/Wa • March 18th, 2004 • 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.

AURA SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT (Intercreditor #3) Dated as of December 23, 2004
Registration 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:

AGREEMENT
Agreement • September 27th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS AGREEMENT (this "Agreement") is entered into as of June 14, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH VENTURES LLC, a Delaware limited liability company (the "Lender").

SECURITY AGREEMENT
Security 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").

WARRANT AMENDMENT AGREEMENT
Warrant Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS WARRANT AMENDMENT AGREEMENT (this "Agreement") is entered into as of January 8, 2004, by and among AURA SYSTEMS, INC., a Delaware corporation (the "Company"), KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership ("Koyah Leverage"), KOYAH PARTNERS, L.P., a Delaware limited partnership ("Koyah"), JAMES M. SIMMONS ("Simmons"), WENDELL REUGH ("Reugh"), FOREST MAGERS ("Magers") and RAVEN PARTNERS, L.P., a Delaware limited partnership ("Raven").

Contract
Icm Asset Management Inc/Wa • September 27th, 2004 • 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.

THIRTEENTH AMENDMENT AGREEMENT
Thirteenth Amendment Agreement • April 9th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS THIRTEENTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of April 5, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. ("Koyah Leverage") and KOYAH PARTNERS, L.P. ("Koyah"), each a Delaware limited partnership (collectively, the "Lenders").

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT ("Agreement") is dated as of August 19, 2004, by and between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and the purchasers identified on the signature page of this...
Securities Purchase Agreement • September 27th, 2004 • Icm Asset Management Inc/Wa • California

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchasers hereby agree as follows:

AGREEMENT
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").

Contract
Icm Asset Management Inc/Wa • December 30th, 2004 • 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 AGREEMENT
Joinder 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").

SECURITY AGREEMENT AMENDMENT
Security Agreement Amendment • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS SECURITY AGREEMENT AMENDMENT (this "Agreement") is entered into as of January 15, 2004 between AURA SYSTEMS, INC., a Delaware corporation ( the "Debtor"), KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership ("Koyah Leverage"), and KOYAH PARTNERS, L.P., a Delaware limited partnership ("Koyah" and together with Koyah Leverage, the "Lenders"). Koyah Leverage is entering into this Agreement in its capacity as a Lender and in its capacity as collateral agent for the Lenders (the "Secured Party").

NINTH AMENDMENT AGREEMENT
Ninth Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS NINTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of January 8, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively the "Lenders").

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS SECOND AMENDMENT AGREEMENT (this "Agreement") is entered into as of September 18, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P. each a Delaware limited partnership (collectively the "Lenders").

FOURTEENTH AMENDMENT AGREEMENT
Fourteenth Amendment Agreement • September 27th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS FOURTEENTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of April 30, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. ("Koyah Leverage") and KOYAH PARTNERS, L.P. ("Koyah"), each a Delaware limited partnership (collectively, the "Lenders").

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement") is entered into as of August 6, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P. each a Delaware limited partnership (collectively the "Lenders").

AGREEMENT
Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS AGREEMENT (this "Agreement") is entered into as of July 24, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P. each a Delaware limited partnership (collectively the "Lenders").

SVI HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT Dated as of December 22, 2000 SVI HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 5th, 2001 • Icm Asset Management Inc/Wa • Washington

THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of December 22, 2000, by and among SVI Holdings, Inc., a Nevada corporation (the "Company"), and the parties listed on the Schedule of Investors attached hereto (each, an "Investor"), with reference to the following facts:

EXHIBIT A TO COMMON STOCK PURCHASE AGREEMENT Form of Initial Warrant
Common Stock Purchase Agreement • November 5th, 2001 • Icm Asset Management Inc/Wa • Washington

This Warrant is issued pursuant to that certain Common Stock Purchase Agreement dated as of December 22, 2000 (the "Purchase Agreement"), by and among the Company, the Holder and certain of the other investors listed on the Schedule of Investors attached to the Purchase Agreement (the "Investors").

SVI HOLDINGS, INC. INVESTORS' RIGHTS AGREEMENT Dated as of December 22, 2000 INVESTORS' RIGHTS AGREEMENT
Rights Agreement • November 5th, 2001 • Icm Asset Management Inc/Wa • Washington

THIS INVESTORS' RIGHTS AGREEMENT is made as of December 22, 2000, by and among SVI Holdings, Inc., a Nevada corporation (the "Company"), and the Investors listed on Schedule A hereto (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:

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TENTH AMENDMENT AGREEMENT
Tenth Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS TENTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of March 10, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively, the "Lenders").

AMENDMENT AGREEMENT
Amendment Agreement • September 27th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS AMENDMENT AGREEMENT (this "Agreement") is entered into as of July 9, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH VENTURES LLC, a Delaware limited partnership (the "Lender").

AMENDMENT AGREEMENT
Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS AMENDMENT AGREEMENT (this "Agreement") is entered into as of August 21, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P. each a Delaware limited partnership (collectively the "Lenders").

EIGHTH AMENDMENT AGREEMENT
Eighth Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS EIGHTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of December 19, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively the "Lenders").

ADDITIONAL ADVANCE AGREEMENT
Additional Advance • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS ADDITIONAL ADVANCE AGREEMENT (this "Agreement") is entered into as of August 18, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively the "Lenders").

EXHIBIT A TO INVESTORS' RIGHTS AGREEMENT Form of Registration Warrant
Rights Agreement • November 5th, 2001 • Icm Asset Management Inc/Wa • Washington

This Warrant is issued pursuant to that certain Investors' Rights Agreement dated as of December 22, 2000 (the "Investors' Rights Agreement"), by and among the Company, the Holder and certain of the other investors listed on the Schedule of Investors ("Investors") attached to the Common Stock Purchase Agreement by and among the Company, the Holder and certain other Investors dated December 22, 2000 (the "Purchase Agreement").

FOURTH FIFTH AMENDMENT AGREEMENT
Fourth Fifth Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS FOURTH FIFTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of October 1627, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively the "Lenders").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

This Stock Pledge Agreement (this "Agreement") is entered as of August 18, 2003, by and among AURA SYSTEMS, INC., a Delaware corporation (the "Pledgor"), KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership ("Koyah Leverage"), and KOYAH PARTNERS, L.P., a Delaware limited partnership ("Koyah" and together with Koyah Leverage, collectively the "Lenders"). Koyah Leverage in its capacity as collateral agent for the ratable benefit of the Lenders is hereinafter referred to as the "Pledgee".

SIXTH AMENDMENT AGREEMENT
Sixth Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS SIXTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of November 11, 2003 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively the "Lenders").

SVI SOLUTIONS, INC. INVESTORS' RIGHTS AGREEMENT Dated as of July 19, 2002 INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • June 27th, 2003 • Icm Asset Management Inc/Wa • Washington

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") dated as of July 19, 2002, is made by and among SVI SOLUTIONS, INC., a Delaware corporation (the "Company"), and THE INVESTORS LISTED ON THE SIGNATURE PAGE HEREOF (individually, an "Investor" and collectively, the "Investors"), with reference to the following facts:

SECURITY AGREEMENT
Security Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

This Security Agreement (this "Agreement") is entered into as of July 24, 2003, by AURA SYSTEMS, INC. a Delaware corporation (the "Debtor"), for the benefit of KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership in its capacity as collateral agent for the Lenders referred to below (the "Secured Party").

AMENDMENT AGREEMENT
Amendment Agreement • June 27th, 2003 • Icm Asset Management Inc/Wa • Washington

THIS AMENDMENT AGREEMENT (this "Agreement") is entered into as of July 15, 2002, by and among SVI SOLUTIONS, INC., a Delaware corporation which was formerly SVI HOLDINGS, INC., a Nevada corporation (the "Company"), KOYAH LEVERAGE PARTNERS, L.P., a Delaware limited partnership ("Koyah Leverage"), KOYAH PARTNERS, L.P., a Delaware limited partnership ("Koyah"), RAVEN PARTNERS, L.P., a Delaware limited partnership formerly known as Koyah Community Partners, L.P. ("Raven"), NIGEL DAVEY ("Davey") and BRIAN CATHCART ("Cathcart").

ELEVENTH AMENDMENT AGREEMENT
Eleventh Amendment Agreement • March 18th, 2004 • Icm Asset Management Inc/Wa • Washington

THIS ELEVENTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of March 11, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively, the "Lenders").

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