0000950133-01-503681 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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EXCHANGE AND REDEMPTION AGREEMENT
Exchange and Redemption Agreement • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • New York

This EXCHANGE AND REDEMPTION AGREEMENT (this “Agreement”) is made as of December 4, 2001 (the “Execution Date”) by and between HEARx Ltd., a Delaware corporation (the “Company”) and Advantage Fund II Ltd. (the “Investor”).

RELEASE
Release • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • Delaware

This RELEASE is made as of December 13, 2001 by and between HEARx Ltd., a Delaware corporation (the “Company”) and Advantage Fund II Ltd. (the “Investor”).

ESCROW AGREEMENT
Escrow Agreement • December 26th, 2001 • Hearx LTD • Retail-retail stores, nec • New York

THIS ESCROW AGREEMENT (the “Agreement”) is made as of this 13th day of December, 2001, by and among AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”), HEARx LTD., a Delaware corporation (the “Company”), and ADVANTAGE FUND II LTD. (the “Investor”).

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