EXHIBIT 10.2 AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 16th, 2006 • Hearusa Inc • Retail-retail stores, nec • New York
EXHIBIT 4.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT UNDER SAID ACT OR AN EXEMPTION...Hearx LTD • April 14th, 1997 • Retail-retail stores, nec • Delaware
HEARX LTD. STOCK PURCHASE WARRANTHearx LTD • May 8th, 1997 • Retail-retail stores, nec • Delaware
EXHIBIT 10.3 AMENDED AND RESTATED SUPPLY AGREEMENT This Amended and Restated Supply Agreement, is made as of the 10th day of February, 2006 ("Execution Date"), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10...Supply Agreement • May 16th, 2006 • Hearusa Inc • Retail-retail stores, nec • New York
HEARX LTD. WARRANTHearx LTD • May 22nd, 2000 • Retail-retail stores, nec • New York
EXHIBIT 4.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT UNDER SAID ACT OR AN EXEMPTION...Hearx LTD • April 14th, 1997 • Retail-retail stores, nec • Delaware
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 9, 2000, among HEARx Ltd., a Delaware corporation (the "Company"), and the investors signatory hereto (each such...Registration Rights Agreement • May 22nd, 2000 • Hearx LTD • Retail-retail stores, nec • New York
1 EXHIBIT 4 RIGHTS AGREEMENTRights Agreement • December 17th, 1999 • Hearx LTD • Retail-retail stores, nec • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 17, 1997 by and among HEARX, LTD., a Delaware corporation, with headquarters located at 1250 Northpoint Parkway, West Palm Beach, Florida 33407 (the...Registration Rights Agreement • March 26th, 1997 • Hearx LTD • Retail-retail stores, nec • Delaware
THIS WARRANT AND THE WARRANT SHARES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT OR...Hearx LTD • June 24th, 1997 • Retail-retail stores, nec • Delaware
HEARx LTD. STOCK PURCHASE WARRANTHearx LTD • December 23rd, 1998 • Retail-retail stores, nec • Delaware
RECITALSEmployment Agreement • March 28th, 2000 • Hearx LTD • Retail-retail stores, nec • Delaware
HEARX LTD. STOCK PURCHASE WARRANTHearx LTD • March 26th, 1997 • Retail-retail stores, nec • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 10, 2006Credit Agreement • May 16th, 2006 • Hearusa Inc • Retail-retail stores, nec • New York
AMENDED AND RESTATED RIGHTS AGREEMENT HearUSA, Inc. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Rights AgentRights Agreement • November 17th, 2009 • Hearusa Inc • Retail-retail stores, nec • Delaware
This Amended and Restated Rights Agreement, dated as of December 14, 1999 and amended and restated as of July 11, 2002, and as of November 16, 2009 (the “Rights Agreement”), is entered into between HearUSA, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC (the “Rights Agent”).
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 27, 1998, by and among HEARx LTD., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned...Registration Rights Agreement • September 3rd, 1998 • Hearx LTD • Retail-retail stores, nec • Delaware
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 17, 1997 by and among HEARX LTD., a Delaware corporation, with headquarters located at 1250 Northpoint Parkway, West Palm Beach, Florida 33407 (the...Securities Purchase Agreement • March 26th, 1997 • Hearx LTD • Retail-retail stores, nec • Delaware
HEARx LTD. STOCK PURCHASE WARRANTHearx LTD • September 3rd, 1998 • Retail-retail stores, nec • Delaware
1 EXHIBIT 4.3 August 27, 1998 The Zanett Securities Corporation Tower 49, 31st Floor 12 East 49th Street New York, NY 10017 Gentlemen: This agreement ("Agreement") will confirm that HEARx LTD., a Delaware corporation (the "Company"), has retained The...Hearx LTD • September 3rd, 1998 • Retail-retail stores, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2003 • Hearusa Inc • Retail-retail stores, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this day of , 20 by and among HEARUSA, INC., a corporation organized under the laws of Delaware (the “Company”), and the persons identified as Purchasers pursuant to that certain Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • Hearusa Inc • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 25th day of February, 2008, by and between HearUSA, Inc., a Delaware corporation (the “Company”), and Gino Chouinard (“Employee”).
FORM OF HEARUSA, INC. STOCK UNIT AWARD AGREEMENT (Time Vesting) , 20___Stock Unit Award Agreement • March 28th, 2008 • Hearusa Inc • Retail-retail stores, nec • Delaware
WHEREAS, the Company has adopted and maintains the HearUSA, Inc. 2007 Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the directors, officers and employees of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the service and employ of the Company or Affiliate and to improve the growth and profitability of the Company;
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2010 • Hearusa Inc • Retail-retail stores, nec • Delaware
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 10th day of December, 2009, by and between HearUSA, Inc., a Delaware corporation (the “Company”), and Stephen J. Hansbrough (“Employee”).
ARTICLE II REPRESENTATIONS AND WARRANTIESConvertible Preferred Stock Purchase Agreement • May 22nd, 2000 • Hearx LTD • Retail-retail stores, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2004 • Hearusa Inc • Retail-retail stores, nec • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 12, 2003 (the “Effective Date”), by and between HearUSA, Inc., a Delaware corporation (“HearUSA”), and Paul A. Brown, M.D. (“Executive”).
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Asset Purchase AgreementAsset Purchase Agreement • May 1st, 2009 • Hearusa Inc • Retail-retail stores, nec
On April 27, 2009, Helix Hearing Care of America Corp. (the “Seller”) and 3371727 Canada, Inc. (“Canada”), both indirect wholly owned subsidiaries of HearUSA, Inc. (“HearUSA” or the “Company”), entered into and consummated an Asset Purchase Agreement with Helix Hearing, Inc. (“Helix”) pursuant to which we sold to Helix assets relating to our Canadian operations for cash consideration of approximately $23.7 million, plus assumption of certain balance sheet liabilities, and subject to certain retained assets and liabilities and post-closing adjustments (the “Canadian Sale”).
SUPPLY AGREEMENTSupply Agreement • March 8th, 2002 • Hearx LTD • Retail-retail stores, nec • New York
This Agreement, is made as of the 7th day of December, 2001 (“Execution Date”), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (“SHI” or “Seller”), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the “Siemens Affiliates”) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (“HEARx” or “Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 24th, 2011 • Hearusa Inc • Retail-retail stores, nec • Florida
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2011 (the “Execution Date”), by and among HearUSA, Inc., a Delaware corporation (“HUSA”), and Auxiliary Health Benefits Corporation d/b/a National Ear Care Plan (“Auxiliary Health”, and together with HUSA, “Sellers”), Audiology Distribution, LLC, a Delaware limited liability company or its permitted assigns pursuant to Section 12.9 (the “Purchaser”) and Siemens Hearing Instruments, Inc. (“Parent”), solely for purposes of Section 12.3. Certain capitalized terms used herein are defined in Article I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • New York
This Agreement is made pursuant to the Exchange and Redemption Agreement, dated as of the date hereof between the Company and the Purchaser (the “Exchange Agreement”).
HearUSA, Inc. FORM OF NONQUALIFIED OPTION AGREEMENTNonqualified Option Agreement • September 11th, 2009 • Hearusa Inc • Retail-retail stores, nec
THIS AGREEMENT is made as of __________, 2009 (“Date of Grant”), between HearUSA, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and ____________________ (hereinafter referred to as the “Optionee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2008 • Hearusa Inc • Retail-retail stores, nec
This THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as of December 23, 2008 (the “Third Amendment Effective Date”), by and between HEARUSA, INC., a Delaware corporation (“Borrower”), and SIEMENS HEARING INSTRUMENTS, INC., a Delaware corporation (“Lender”).
SECURITY AGREEMENT among HEARX, LTD., as Debtor and SIEMENS HEARING INSTRUMENTS, INC., as Secured Party Dated as of December 7, 2001Security Agreement • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • New York
SECURITY AGREEMENT, dated as of December 7, 2001 (this “Agreement”), by and between HEARX, LTD., a Delaware corporation (the “Debtor”), and SIEMENS HEARING INSTRUMENTS, INC., a Delaware corporation (the “Secured Party”),
AARP LICENSE AGREEMENTAarp License Agreement • November 10th, 2008 • Hearusa Inc • Retail-retail stores, nec • District of Columbia
This AARP LICENSE AGREEMENT (the “Agreement”) is entered into as of this 8th day of August 2008 (the “Effective Date”), between AARP, Inc., a District of Columbia nonprofit corporation (“AARP”), and HearUSA, Inc. (“HUSA”), a Delaware corporation. (AARP and HUSA, each a “Party” and collectively, the “Parties”).
SUPPLY AGREEMENTSupply Agreement • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • New York
This Agreement, is made as of the 7th day of December, 2001 (“Execution Date”), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (“SHI” or “Seller”), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the “Siemens Affiliates”) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (“HEARx” or “Buyer”).
HEARUSA, INC. PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.10 PAR VALUE PER SHAREHearusa Inc • October 7th, 2005 • Retail-retail stores, nec • New York
This is to certify that, FOR VALUE RECEIVED, _______________________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from HearUSA, Inc., a corporation organized under the laws of Delaware (“Company”), at any time and from time to time after the issuance date hereof (“Exercise Date”) but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of such issuance date (“Expiration Date”), _____________ shares (“Warrant Shares”) of Common Stock, $0.10 par value (“Common Stock”), of the Company, at an exercise price per share equal to $___________ (the exercise price in effect from time to time hereafter being herein called the “Warrant Price”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
