Exhibit 10.11
COMMON STOCK PURCHASE AGREEMENT
-------------------------------
THIS COMMON STOCK PURCHASE AGREEMENT is made as of this 1st day of
September, 1994, by and between XxxXxx, Inc., a Delaware corporation (the
"Company"), and Aura Systems, Inc. (the "Purchaser").
1. Purchase of Shares.
------------------
1.1 Purchase. Purchaser hereby purchases, and the Company hereby sells to
--------
Purchaser, 935.35 shares of the Company's Common Stock (the "Shares") at a
purchase price of $1.00 per share (the "Purchase Price").
1.2 Payment. Concurrently with the execution of this Agreement, Purchaser
-------
shall pay the Purchase Price for the Shares either in cash or cash equivalent,
or in other consideration acceptable to the Company. Purchaser shall also
deliver to the Company any additional documents required by the Company as a
condition for the purchase.
1.3 Delivery of Certificates. The certificates representing the Shares
------------------------
purchased hereunder shall be delivered to Purchaser concurrently with the
execution of this Agreement.
2. Securities Law Compliance.
-------------------------
2.1 Exemption From Registration. The Shares have not been registered
---------------------------
under the Securities Act of 1933, as amended (the "1933 Act") and are being
issued to Purchaser in reliance upon the exemption from such registration
provided by Rule 701 of the Securities and Exchange Commission (the
"Commission") for stock issuances under compensatory benefit arrangements such
as this Agreement. Purchaser hereby acknowledges receipt of a copy of this
Agreement.
2.2 Restricted Securities.
---------------------
(a) Purchaser hereby confirms that Purchaser has been informed that the
Shares are restricted securities under the 1933 Act and may not be resold or
transferred unless the Shares are first registered under the federal securities
laws or unless an exemption from such registration is available. Accordingly,
Purchaser hereby acknowledges that Purchaser is prepared to hold the Shares for
an indefinite period and that Purchaser is aware that Rule 144 of the Commission
issued under the 1933 Act is not presently available to exempt the sale of the
Shares from the registration requirements of the 0000 Xxx.
(b) Purchaser is aware of the adoption of Rule 144 by the Commission,
promulgated under the 1933 Act, which permits limited public resales of
securities acquired in a nonpublic offering, subject to the satisfaction of
certain conditions.
-1-
Purchaser understands that under Rule 144, the conditions include, among other
things: the availability of certain current public information about the
issuer, the resale occurring not fewer than two years after the party has
purchased and paid for the securities to be sold, the sale being through a
broker in an unsolicited "broker's transaction" and the amount of securities
being sold during any three-month period not exceeding specified limitations.
Purchaser acknowledges and understands that the Company may not be satisfying
the current public information requirement of Rule 144 at the time Purchaser
wishes to sell the Shares or other conditions under Rule 144 which are required
of the Company. If so, Purchaser understands that he will be precluded from
selling the securities under Rule 144 even if the two-year holding period of
said Rule has been satisfied. Prior to acquisition of the Shares, Purchaser
acquired sufficient information about the Company to reach an informed
knowledgeable decision to acquire the Shares. Purchaser has such knowledge and
experience in financial and business matters as to make him capable of
evaluating the risks of the prospective investment and to make an informed
investment decision. Purchaser is able to bear the economic risk of his or her
investment in the Shares. Purchaser agrees not to make, without the prior
written consent of the Company, any public offering or sale of the Shares
although permitted to do so pursuant to Rule 144(k) promulgated under the 1933
Act, until the earlier of the date on which the Company effects its initial
registered public offering pursuant to the 1933 Act or the date on which it
becomes a registered company pursuant to section 12(g) of the Securities and
Exchange Act of 1934.
2.3 Disposition of Shares. Purchaser hereby agrees that Purchaser shall
---------------------
make no disposition of the Shares (other than a permitted transfer under Section
4.1) unless and until Purchaser shall have complied with all requirements of
this Agreement applicable to the disposition of the Shares.
The Company shall not be required (i) to transfer on its books any Shares
that have been sold or transferred in violation of the provisions of this
Article 2 nor (ii) to treat as the owner of the Shares, or otherwise to accord
voting or dividend rights to, any transferee to whom the Shares have been
transferred in contravention of this Agreement.
2.4 Restrictive Legends. In order to reflect the restrictions on the
-------------------
disposition of the Shares, the stock certificates for the Shares will be
endorsed with restrictive legends, including one or both of the following
legends:
(a) "The securities represented by this certificate have not been
registered or qualified under the Securities Act of 1933 or the securities
laws of any state, and may be offered and sold only if registered and
qualified pursuant to federal and state securities laws or if the Company
is provided an opinion of coun-
-2-
sel satisfactory to the Company that registration and qualification under
federal and state securities laws is not required."
(b) If required by the authorities of any state in connection with
the issuance of the Shares, the legend or legends required by such state
authorities shall also be endorsed on all such certificates.
3. Miscellaneous Provisions.
------------------------
3.1 Purchaser Undertaking. Purchaser hereby agrees to take whatever
---------------------
additional action and execute whatever additional documents the Company may in
its judgment deem necessary or advisable in order to carry out the obligations
or restrictions imposed on Purchaser under this Agreement.
3.2 Agreement Is Entire Contract. This Agreement constitutes the entire
----------------------------
contract between the parties hereto with regard to the subject matter hereof.
3.3 Governing Law. This Agreement shall be governed by, and construed in
-------------
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.
3.4 Counterparts. This Agreement may be executed in counterparts, each of
------------
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
3.5 Successors and Assigns. The provisions of this Agreement shall inure
----------------------
to the benefit of, and be binding upon, the Company and its successors and
assigns and Purchaser and Purchaser's legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms and conditions hereof.
-3-
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first indicated above.
XXXXXX, INC.
By _________________________________
Address 0000 Xxxxxxxxx Xxxx, Xxxx X
---------------------------
Xxxxxxxx Xxxxxxx
---------------------------
Xxxxxxxxxx 00000
---------------------------
AURA SYSTEMS, INC.
------------------------------------
Signature
------------------------------------
Print Name
------------------------------------
Xxxxx
Xxxxxxx 00000 Via Colinas
---------------------------
Xxxxxxxx Xxxxxxx
---------------------------
Xxxxxxxxxx 00000
---------------------------
-4-
