0000950133-07-003450 Sample Contracts

HearUSA, INC. CONVERTIBLE SUBORDINATED NOTES CONVERSION AGREEMENT
Notes Conversion Agreement • August 13th, 2007 • Hearusa Inc • Retail-retail stores, nec • New York

THIS CONVERSION AGREEMENT is made as of the 9th day of April, 2007 (“Agreement”) by and among HEARUSA, INC., a Delaware corporation (the “Company”) and persons named on the signature page hereto who were investors in the Company’s December 2003 private placement pursuant to that Purchase Agreement dated as of December 18, 2003 (the “2003 Purchase Agreement”) (each a “Purchaser” and collectively the “Purchasers”).

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