Otix Global, Inc. Sample Contracts

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Common Stock
Underwriting Agreement • March 31st, 2000 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
April 28, 1999 LEASE AGREEMENT BETWEEN 2795 E. COTTONWOOD PARKWAY, L.C., as
Lease Agreement • February 16th, 2000 • Sonic Innovations Inc • Utah
PATENT LICENSE AGREEMENT
Patent License Agreement • February 16th, 2000 • Sonic Innovations Inc
EXHIBIT 10.11 DISTRIBUTION AGREEMENT SONIC INNOVATIONS, INC.
Distribution Agreement • February 16th, 2000 • Sonic Innovations Inc • Utah
RECITALS --------
License Agreement • March 22nd, 2000 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah
EXHIBIT 10.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SONIC INNOVATIONS, INC. October 23, 1998 TABLE OF CONTENTS
Registration Rights Agreement • February 16th, 2000 • Sonic Innovations Inc • Delaware
and
Preferred Stock Rights Agreement • April 16th, 2001 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2006 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2006, by and among Sonic Innovations, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 17th, 2006 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 8, 2006, by and among Sonic Innovations, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS --------
Collateral Assignment, Patent Mortgage and Security Agreement • February 16th, 2000 • Sonic Innovations Inc • California
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 9, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OTIX GLOBAL, INC., a Delaware corporation, formerly known as Sonic Innovations, Inc., and HEARINGLIFE USA, INC., a Delaware corporation (collectively “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

SONIC INNOVATIONS, INC. MANAGEMENT CONTINUITY AGREEMENT (Amended May 12, 2006)
Management Continuity Agreement • August 9th, 2006 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah

This Management Continuity Agreement (this “Agreement”) is made and entered into effective as of DATE (the “Effective Date”), by and between NAME (“Employee”) and Sonic Innovations, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

ATMEL LOGO]
License and Manufacturing Agreement • March 22nd, 2000 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
LEASE ADDENDUM NO. 1
Lease Addendum • August 9th, 2004 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS LEASE ADDENDUM NO. 1 (“Addendum No. 1”) is made and executed as of this 9th day of April, 2004, by and between 2795 E. COTTONWOOD PARKWAY, L.C., a Utah limited liability company (“Landlord”), and SONIC INNOVATIONS, INC., a Delaware corporation (“Tenant”), as an addendum to that certain Lease Agreement between Landlord and Tenant dated the 28th day of April, 1999, (the “Lease”). Landlord and Tenant are sometimes collectively referred to below as the “parties.”

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 6th, 2009 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and OTIX GLOBAL, INC., a Delaware corporation, formerly known as Sonic Innovations, Inc., and HEARINGLIFE USA, INC., a Delaware corporation (collectively “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 13th, 2010 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2010 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 10th day of February, 2010, by and between Silicon Valley Bank (“Bank”) and OTIX Global, Inc., a Delaware corporation, and HEARINGLife USA, Inc., a Delaware corporation (collectively “Borrower”) whose address is 4246 S. Riverboat Road, Suite 300, Salt Lake City, UT 84123 .

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2010 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 10th day of March, 2010, by and between Silicon Valley Bank (“Bank”) and OTIX Global, Inc., a Delaware corporation, and HEARINGLife USA, Inc., a Delaware corporation (collectively “Borrower”) whose address is 4246 S. Riverboat Road, Suite 300, Salt Lake City, UT 84123.

ASSET PURCHASE AGREEMENT BY AND AMONG HEARINGLife USA, INC., AS BUYER AND HEARING ASSOCIATES OF PENSACOLA, P.A. AS SELLER AND STEVE R. CHARLTON AND CAROL WHITCOMB POWELL, PHD, CCCA Effective as of October 5, 2007
Asset Purchase Agreement • October 11th, 2007 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This ASSET PURCHASE AGREEMENT (the “Agreement”) is effective as of October 5, 2007 (the “Effective Date”), by and among HEARINGLife USA, Inc., a Delaware corporation (the “Buyer”), and Hearing Associates of Pensacola, P.A., a Florida professional association (the “Company” or the “Seller”), and Steve R. Charlton and Carol Whitcomb Powell, PhD, CCCCA, the shareholders of the Company (the “Shareholders”).

STOCK PURCHASE AGREEMENT BETWEEN TYMPANY HOLDINGS, LLC, SONIC INNOVATIONS, INC., AND TYMPANY, INC.
Stock Purchase Agreement • February 26th, 2007 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

This Stock Purchase Agreement (“Agreement”) is made as of February 20, 2007, by Tympany Holdings, LLC, a Delaware limited liability company (“Buyer”), Sonic Innovations, Inc., a Delaware corporation (“Seller”), and Tympany, Inc., a Delaware corporation formerly known as Saxophone Acquisition Corporation and the surviving corporation of the merger pursuant to the Agreement and Plan of Reorganization defined below (the “Company”).

LEASE (Portion of Building)
Lease • November 6th, 2009 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Utah

THIS LEASE (hereinafter called the “Lease”) made and entered into as of the 3rd day of September, 2009 (the “Effective Date”), by and between

LEASE ADDENDUM NO.2
Lease Addendum • November 9th, 2004 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS LEASE ADDENDUM NO. 2 (“Addendum No. 2”) is made effective as of the 12th day July, 2004 (the “Effective Date”), by and between 2795 E. COTTONWOOD PARKWAY, L.C., a Utah limited liability company (“Landlord”), and SONIC INNOVATIONS, INC., a Delaware corporation (“Tenant”), as an addendum to that certain Lease Agreement between Landlord and Tenant dated the 28th day of April, 1999, as amended by that certain Lease Addendum No. 1 dated the 9th day of April, 2004 (“Addendum No. 1”) (collectively, the “Lease”). Landlord and Tenant are sometimes collectively referred to below as the “parties.”

Sale and Purchase Agreement between
Sale and Purchase Agreement • May 29th, 2003 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies

The Sellers are the sole shareholders of Sanomed Handelsgesellschaft mbH (hereinafter referred to as “Company”) based in 22305 Hamburg, Drosselstrasse 1, and registered in the Companies Register of the Hamburg Municipal Court under HR B 41 318.

Exhibit D—Pricing (January 7, 2002)
Pricing Agreement • March 28th, 2002 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies

This exhibit sets forth a pricing agreement and supercedes Section 5.4(b) of the ‘License and Manufacturing Agreement’ dated February 20, 1997, items 8 & 9 of Exhibit A, Exhibit B and Exhibit C of that agreement.

SONIC INNOVATIONS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2002 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah

This Employment Agreement (the “Agreement”) is entered into by and between Sonic Innovations, Inc., a Delaware corporation (the “Company”), and Kevin Ryan (the “Employee”) as of December , 2001.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG WILLIAM DEMANT HOLDING A/S OI MERGER SUB, INC. AND OTIX GLOBAL, INC.
Agreement and Plan of Merger • October 6th, 2010 • Otix Global, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This FIRST AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger dated as of September 13, 2010 (the “Merger Agreement”) by and among William Demant Holding A/S (“Parent”), OI Merger Sub, Inc. (“Merger Sub”), and Otix Global, Inc. (the “Company”) is dated as of October 6, 2010.

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