ASSIGNMENT AND LICENSE AGREEMENT
This ASSIGNMENT AND LICENSE AGREEMENT is entered into effective as of July 15___, 1999 (the
"Effective Date") between Speaker Acquisition Sub, a Cayman Island corporation ("Algo Sub"), and a wholly-
owned subsidiary of Algo Technology, Inc., a California corporation ("Algo"); Aura Systems, Inc., a Delaware
corporation ("Parent") and its wholly-owned subsidiary AuraSound, Inc., also a Delaware corporation ("Seller").
A. Algo, Algo Sub, Parent, and Seller intend to enter into an Asset Purchase Agreement (the "Asset Purchase
Agreement") pursuant to which Seller agrees to sell to Algo Sub and Algo, and Algo Sub and Algo agree to
purchase from Seller, all of its assets and certain specific liabilities.
B. Parent and Seller wish to assign to Algo Sub certain Specific Trademark Rights and grant to Algo Sub (i) a
license to certain of Parent and Seller's Speaker Technology for use in all fields; (ii) a license to all of Parent and
Seller's Intellectual Property Rights for use in the Specific Fields; and (iii) an option to acquire all right, title and
interest to certain Specific Patent Rights.
C. Parent and Seller wish to grant to Algo Sub the licenses and option described above, and Algo Sub wishes to
acquire from Parent and Seller the licenses and option described above, all on the terms and conditions set forth
in this Agreement.
Now, therefore, the parties agree as follows:
II. DEFINITIONS. As used in this Agreement:
(a) "Encumbrance" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance,
equity, trust, equitable interest, claim, preference, right of possession, lease, tenancy, license, encroachment,
covenant, infringement, interference, order, proxy, option, right of first refusal, preemptive right, community
property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title,
condition or restriction of any nature (including any restriction on the tran