EX-10.25 3 0003.txt RELEASE FROM AURA SYSTEMS, INC. TO INFINITY 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 AURA SYSTEMS, INC., a Delaware corporation (the "Company" or "Releasor"), and 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 "Releasees"). Capitalized terms used in this Release without definition have the respective meanings given to them in the Agreement. WITNESSETH: WHEREAS, Releasor acknowledges that the execution and delivery of this Release is a condition to each Fund's obligation to make the Exchange on the Closing Date pursuant to the Agreement and that each of the Funds is relying on this Release in consummating such Exchange. NOW, THEREFORE, in consideration of the Secured Notes and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Releasor agrees as follows: Section 1. Recitals. The foregoing recital is true and correct. Section 2. Release. Effective upon the execution and delivery of this Release, the Releasor does hereby forever discharge and fully release each of the Releasees, and its or their present or former agents, shareholders, officers, directors, principals, advisors, employees, representatives, attorneys, agents, heirs, predecessors, successors and assigns, 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. Section 3. Representations and Warranties. The Releasor represents and warrants to each of the Releasees 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 Company and to obligate the Company as provided herein. He has duly authorized, executed and delivered this Release voluntarily, on behalf of the Company and this Release constitutes the legal, valid and binding agreement of the Company, enforceable against the Company 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. The Company 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. Releasor has provided a copy of the Release to its attorneys and has 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 Company has not relied upon any statements, representations, conduct, or information in any form, made or given by any of the Releasees or their 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 Releasor 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 Releasor and consented to by the Releasees. 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 Releasor and the Releasees with respect to the subject matter hereof. This Release supersedes all prior oral and written agreements and understandings among the Releasor and the Releasees with respect to such subject matter. IN WITNESS WHEREOF, the undersigned has executed and delivered this Release as of the 14th day of February, 2000. AURA SYSTEMS, INC. By: Name: Title: