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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • Hearusa Inc • Retail-retail stores, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 22nd day of August, 2005 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”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES MAY BE EXCHANGED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Hearusa Inc • October 7th, 2005 • Retail-retail stores, nec • New York
This Note (“Note”) is one of a duly authorized issue of Notes of HEARUSA, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 2005 7% Subordinated Notes Due _____________, 2008 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) of up to Five Million Five Hundred Thousand U.S. Dollars (U.S. $5,500,000) (the “Notes”).
PURCHASE AGREEMENTPurchase Agreement • October 7th, 2005 • Hearusa Inc • Retail-retail stores, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of August, 2005 by and among HEARUSA, INC., a Delaware corporation (the “Company”), and the Purchasers set forth on the signature pages affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
