0000950138-08-000973 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

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SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 23rd, 2008 • Hearusa Inc • Retail-retail stores, nec

This SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT (the “Amendment”) is entered into as of December 23, 2008 (the “Second Amendment Effective Date”), by and between HEARUSA, INC., a Delaware corporation (“Company”), and SIEMENS HEARING INSTRUMENTS, INC., a Delaware corporation (“Investor”).

Amendment No. 2 to Amended and Restated Security Agreement
Security Agreement • December 23rd, 2008 • Hearusa Inc • Retail-retail stores, nec • New York

This Amendment No. 2 to Amended and Restated Security Agreement (this “Amendment”) is entered into as of December 23, 2008 (the “Amendment Effective Date”) by and between HearUSA, Inc. (formerly HEARx, LTD.), a Delaware corporation (the “Debtor”), and SIEMENS HEARING INSTRUMENTS, INC., a Delaware corporation (the “Secured Party”).

SIEMENS HEARING INSTRUMENTS, INC. HEARUSA, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 23rd, 2008 • Hearusa Inc • Retail-retail stores, nec • Delaware

This is a Stock Purchase Agreement (the “Agreement”) made as of the 23rd day of December, 2008 by and between HearUSA, Inc., a Delaware corporation (the “Company”), and Siemens Hearing Instruments, Inc., a Delaware corporation (the “Purchaser”), and by which the Company and the Purchaser, in consideration of the agreements set forth below (the mutuality, adequacy and sufficiency of which are hereby acknowledged), hereby agree as follows:

SECOND AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • December 23rd, 2008 • Hearusa Inc • Retail-retail stores, nec

This SECOND AMENDMENT TO SUPPLY AGREEMENT (the “Amendment”) is entered into as of December 23, 2008 (the “Second Amendment Effective Date”), by and between HEARUSA, INC., a Delaware corporation (“HearUSA”), and SIEMENS HEARING INSTRUMENTS, INC., a Delaware corporation (“SHI”).

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