English
Convenience Translation

– Original Agreement has been executed in German language –


  


	 Dated
19 April 2017

          

        Rheinton
        GmbH

         

        as
        Shareholder

          

        and

          

        IntriCon
        Inc.

         

        as
        Investor

          

        and

         

        Soundperience
        GmbH

         

        as
        Company

         

        


 





        

        Investment Agreement



        (Beteiligungsvertrag)

         

        Pertaining
        to Soundperience GmbH

         


 



         







    	 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German language –


   


Table
of Contents


 





	Clause	Headings	 	Page
	 	 	 	 
	1.	DEFINITIONS	 	4
	2.	INTERPRETATION	 	5
	3.	SUBJECT MATTER OF THIS AGREEMENT	 	6
	4.	INVESTMENT IN SOUNDPERIENCE AND DEVELOPMENT OF SOFTWARE	 	6
	5.	STEP 1 CAPITAL INCREASE	 	7
	6.	STEP 2 CAPITAL INCREASE	 	7
	7.	[INTENTIONALLY OMITTED]	 	8
	8.	AMENDMENT OF ARTICLES OF ASSOCIATION	 	8
	9.	REPRESENTATIONS AND WARRANTIES	 	8
	10.	REMEDIES	 	10
	11.	MANAGEMENT	 	11
	12.	RESTRICTIONS ON TRANSFER	 	12
	13.	OTHER BUSINESS ACTIVITIES	 	13
	14.	COSTS AND EXPENSES	 	14
	15.	NOTICES AND COMMUNICATION	 	14
	16.	MISCELLANEOUS	 	16




 


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English
Convenience Translation

– Original Agreement has been executed in German language –


 


Investment
Agreement

(the “Agreement”) 


 






 


		(1)	Rheinton
                                         GmbH, having its registered seat in Rüdesheim am Rhein, registered in the commercial
                                         register of the local court of Wiesbaden under no. HRB 20157, with registered business
                                         address at Ingelheimer Strasse 11, 65385 Rüdesheim am Rhein, Germany, (the “Shareholder”
                                         or “Rheinton”);



 


		(2)	IntriCon
                                         Inc., a corporation formed under the laws of Minnesota, USA, registered in the state
                                         of Minnesota with the Secretary of State, with [registered] business address at 1260
                                         Red Fox Road, Arden Hills, MN 55112, USA (the “Investor” or “IntriCon”);
                                         and



 


		(3)	Soundperience
                                         GmbH, having its registered seat in Rüdesheim am Rhein, registered in the commercial
                                         register of the local court of Wiesbaden under no. HRB 26144, with registered business
                                         address at Ingelheimer Strasse 11, 65385 Rüdesheim am Rhein, Germany, (the “Company”
                                         or “Soundperience”; the Shareholder, the Investor and the Company
                                         each a “Party” and together the “Parties”)



 


agree
as follows:


 


Reference
Deed


 


In
order to facilitate notarisation, the Parties have agreed on 18 April 2017 on a reference deed including annexes (the “Reference
Deed”) to deed roll number 348/2017-B of the notary Rudolf Bezler with registered business address in Stuttgart-Bad
Canstatt.


 


This
Reference Deed is present in the original at todays’ notarisation. All Parties involved waive the reading out aloud and
the addition of the Reference Deed at todays’ notarisation. The Reference Deed and annexes thereto are referred to.


 


The
content of the Reference Deed is known to all Parties involved. Insofar as reference is made to the following Investment Agreement
including annexes, the Parties involved are in agreement that this pertains to the annexes or appendices of the Reference Deed,
unless otherwise explicitly referred to.


 


Preamble


 


		(A)	The
                                         Parties desire to enter into this Agreement for the purposes, among others of (i) providing
                                         for the investment by IntriCon of certain amounts in the Company, (ii) providing for
                                         the creation of new shares in the Company and their acquisition by IntriCon, (iii) providing
                                         for development of certain software by the Company, (iv) assuring continuity in the management
                                         and ownership of the Company and (v) limiting the manner and terms by which shares in
                                         the Company may be transferred.



 


		(B)	The
Investor has advanced to the Company a EUR 400,000.00 loan (the “Step 1 Loan”). In lieu of full repayment of
the Step 1 Loan, the Shareholder, the Investor 



 






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English
Convenience Translation

– Original Agreement has been executed in German language –


 


		 	and
the Company have agreed that (i) the Shareholder will increase the nominal capital of the Company by an additional 5,001 shares,
(ii) the Shareholder will be excluded from the subscription to the new shares, (iii) the Shareholder will permit the Investor
to subscribe to, and acquire (übernehmen), such new shares, (iv) the Investor will pay the nominal value of the new
shares of EUR 5,001.00 to the Company, (v) the Investor will pay a premium for such new shares in the amount of EUR 394,999.00
by offsetting this amount against repayment of an equal amount of the Step 1 Loan and (vi) the Company will repay to Investor
the balance of the EUR 5,001.00 owed on the Step 1 Loan.



 


		(C)	The
                                         Investor has agreed, and has already started, to advance to the Company an additional
                                         EUR 800,000.00 loan (the “Step 2 Loan”). In lieu of full repayment
                                         of the Step 2 Loan, the Shareholder, the Investor and the Company have agreed that (i)
                                         the Shareholder and the Investor as the then shareholders in the Company will further
                                         increase the nominal capital of the Company by an additional 19,019 shares, (ii) the
                                         Shareholder will be excluded from the subscription to the new shares, (iii) the Shareholder
                                         and the Investor will only permit the Investor to subscribe to, and acquire (übernehmen),
                                         such new shares, (iv) the Investor will pay the nominal value of the new shares of EUR
                                         19,019.00 to the Company, (v) the Investor will pay a premium for such new shares in
                                         the amount of EUR 780,981.00 by offsetting this amount against repayment of an equal
                                         amount of the Step 2 Loan and (vi) the Company will repay to Investor the balance of
                                         the EUR 19,019.00 owed on the Step 2 Loan.



 


		1.	Definitions



 


		1.1	In
                                         this Agreement:



 


“Action”
is defined in Clause 9.1.12.


 


“Affiliate”
“means, with respect to a particular person or entity, any person or entity controlling, controlled by or under common control
with that person or entity or its other Affiliates.


 


“Agreement”
means this Investment Agreement.


 


“Budget”
is defined in Clause 11.2.1.


 


“Business
Opportunity” is defined Clause 13.


 


“Company”
is defined at the beginning of this Agreement.


 


“Director”
is defined in Clause 11.1.1.


 


“Encumbrance”
means, with respect to any property or asset (including IP Rights), any pledges, charges, encumbrances (registered or unregistered),
security interests, (statutory) liens, land charges or mortgages (Grundpfandrechte), public easements (Baulasten),
other easements (Grunddienstbarkeiten), attachments (Pfändungen), hereditary building rights, options or other
adverse rights or any right of any kind in respect of any property or asset (e.g. retention of title rights, rights for transfer
of ownership in the relevant property or asset, rights to use the relevant property or asset, covenants not to sue and similar
arrangements).


 


“Existing
Shares” is defined in Clause 3.2.


 


“Financial
Statements” is defined in Clause 9.1.14.


 


“Future
Shareholder” is defined in Clause 11.1.


 






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English
Convenience Translation

– Original Agreement has been executed in German language –


  


“IntriCon”
is defined at the beginning of this Agreement.


 


“Investor”
is defined at the beginning of this Agreement.


 


“Laws”
is defined in Clause 9.1.11.


 


“Non-Transferring
Shareholder” is defined in Clause 12.2.1.


 


“Notice”
is defined in Clause 12.2.1.


 


“Offered
Shares” is defined in Clause 12.3.


 


“Other
Business” is defined in Clause 13.


 


“Repayment
Request” is defined in Clause 4.2.


 


“Representations
and Warranties” is defined in Clause 9.1.


 


“Rheinton”
is defined at the beginning of this Agreement.


 


“Shares”
means collectively, the Existing Shares, and when issued, the Step 1 Shares and the Step 2 Shares.


 


“Shareholder”
is defined at the beginning of this Agreement.


 


“Shareholder’s
Best Knowledge” means that, on the date of this Agreement, the Shareholder or any of its Affiliates, or any of their
respective representatives, including Mr Andreas Perscheid, had actual knowledge (positive Kenntnis) or lack of knowledge
due to negligence.


 


“Software”
is defined in Clause 4.1.


 


“Soundperience”
is defined at the beginning of this Agreement.


 


“Step
1 Loan” is defined in the Preamble.


 


“Step
1 Shares” is defined in Clause 3.3.


 


“Step
2 Completion Date” is defined in Clause 4.2.


 


“Step
2 Loan” is defined in the Preamble.


 


“Step
2 Shares” is defined in Clause 3.3.


 


“Terms”
is defined in Clause 12.2.1.


 


“Transfer”
is defined in Clause 12.1.


 


“Transferring
Shareholder” is defined in Clause 12.2.1.


 


		1.2	Unless
                                         otherwise indicated, the definition of a term in the singular shall include the definition
                                         of such term in the plural and vice versa.



 


		2.	Interpretation



 


		2.1	The
                                         index and headings are for convenience only and shall be ignored in construing this Agreement.



 


		2.2	Unless
                                         expressly otherwise provided in this Agreement, any reference to a Clause or a Schedule
                                         is a reference to a Clause or a Schedule of this Agreement.



 


		2.3	Any
                                         reference to a defined document is a reference to that defined document as amended, restated,
                                         waived, varied, supplemented, novated, extended or changed in any other way from time
                                         to time.



 


		2.4	The
                                         words “including”, “includes”, “in particular” or
                                         “such as” shall be deemed to be followed by the phrase “without limitation”
                                         and shall not be construed to express limitation in any way.



 






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English
Convenience Translation

– Original Agreement has been executed in German language –


  


		3.	Subject
                                         Matter of this Agreement



 


		3.1	The
                                         Company is a limited liability company (Gesellschaft mit beschränkter Haftung),
                                         incorporated under the laws of the Federal Republic of Germany, having its registered
                                         seat in Rüdesheim am Rhein, Germany, registered in the commercial register of the
                                         local court of Wiesbaden under no. HRB 26144, with registered business address at Ingelheimer
                                         Strasse 11, 65385 Rüdesheim am Rhein, Germany.



 


		3.2	The
                                         share capital of the Company in the amount of EUR 25,000 is divided into 25,000 shares
                                         in the nominal amount of EUR 1 per share with the consecutive numbers 1 to 25,000 (together
                                         the “Existing Shares”). All Existing Shares are held by the Shareholder.
                                         The Shareholder is also listed as the holder of all Existing Shares in the last list
                                         of shareholders dated 20 December 2012 which is recorded in the commercial register.



 


		3.3	Pursuant
                                         to the terms of this Agreement, the Shareholder intends to increase the nominal capital
                                         of the Company twice, and to create (i) in the context of the conclusion of this Agreement
                                         5,001 new shares (the “Step 1 Shares”) , and (ii) together with the
                                         Investor, upon the Step 2 Completion Date, an additional 19,019 new shares (the “Step
                                         2 Shares”) in the Company, and permit only the Investor to subscribe to, and
                                         acquire (übernehmen), these new shares.



 


		3.4	The
                                         Company does not own any real property.



 


		4.	Investment
                                         in Soundperience and Development of Software



 


		4.1	Step
                                         1 Investment



 


Prior
to the date hereof, IntriCon has advanced to the Company the sum of EUR 400,000.00 as the Step 1 Loan, the receipt of which is
hereby acknowledged by the Company and the Shareholder, for the purpose of developing certain self-fitting software that communicates
and interoperates with IntriCon’s hearing aids, as further described in Schedule 4.1.(A) attached hereto (the “Software”).
With regard to the Software, the Parties hereto have entered into and have executed a license agreement, corresponding, in form
and content, to Schedule 4.1 (C) attached hereto. The Parties agree that work to be performed under Step 1 on Schedule
4.1.(A) has been completed and, as consideration, the Step 1 Shares shall be created and acquired (übernommen)
by IntriCon (representing approximately 16.67% (post capital increase) of the Company’s nominal share capital) pursuant
to Clause 5. Attached as Schedule 4.1 (B) hereto is the study conducted in the German market required under the Step 1
Investment described in this paragraph.


 


		4.2	Step
                                         2 Investment



 


IntriCon
has agreed, and already started, to advance to the Company the sum of EUR 800,000.00 as the Step 2 Loan at the times and in the
amounts as indicated on the Funding Schedule set forth under Step 2 on Schedule 4.1(A). The Company shall use its best
efforts to continue to develop the Software, as further described under Step 2 on Schedule 4.1(A). Upon completion of the
work identified under Step 2 on Schedule 4.1(A) (the “Step 2 Completion Date”), the Shareholder and
the Investor shall create the Step 2 Shares (representing approximately 32.33% (post the second capital increase) of the Company’s
nominal share capital) pursuant to Clause 6, bringing the total shares in the Company held by IntriCon to 24,020 shares (representing
approximately 49% of the then nominal share capital


 






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English
Convenience Translation

– Original Agreement has been executed in German language –


  


of the Company). In the event that the work to be performed under Step 2 is
not completed on a timely and – from IntriCon’s perspective – satisfactory basis as outlined in Schedule 4.1(A),
upon written notice to the Company, IntriCon shall have the right to cease funding Step 2 and the Company shall repay, without
undue delay (unverzüglich) the total investment then provided by IntriCon under Step 2 (the “Repayment Request”).
Achievement of the timing under Step 2 is dependent on progress and documentation of the new hearing aid product line, which is
the responsibility of IntriCon. The Company is not responsible for missing hearing aid documents, mistakes on hearing aid product
developments and hearing aid hardware failures or missing features. The Company will request the needed materials to keep within
the Step 2 timeline as described under Step 2 on Schedule 4.1(A) and IntriCon shall use its commercially reasonable efforts
to deliver the materials as agreed between IntriCon and the Company. Neither the Company nor Rheinton is responsible for delays
or failures of hearing aid hardware, software supplied by a third party, or IntriCon’s firmware.


 


		5.	Step
                                         1 Capital Increase



 


		5.1	Immediately
                                         after the notarization of this Agreement, the Shareholder will adopt the resolution to
                                         increase the share capital of the Company as attached as Schedule 5.1(A), and
                                         the Shareholder and the Company shall cause the commercial register application attached
                                         as Schedule 5.1(B) to be filed without undue delay (unverzüglich).



 


		5.2	The
                                         Shareholder, the Investor and the Company hereby agree that the Investor will be entitled
                                         to offset the claim for repayment of the Step 1 Loan in the amount of EUR 394,999.00
                                         against the Investor’s future obligation to pay the premium in the same amount,
                                         as further described in more detail in Schedule 5.1 (A).



 


		5.3	The
                                         Company hereby confirms to the Investor that the obligation to pay the premium described
                                         in more detail in Schedule 5.1 (A) will have been fulfilled upon the Investor
                                         declaring the offsetting against the repayment of the Step 1 Loan in the amount of EUR
                                         394,999.00.



 


		5.4	The
                                         Company shall pay to the Investor the amount of EUR 5,001.00 without undue delay (unverzüglich)
                                         representing the balance of the Step 1 Loan.



 


		6.	Step
                                         2 Capital Increase



 


		6.1	As
                                         of the earlier of



 


		(i)	the
                                         Step 2 Completion Date, or



 


		(ii)	at
                                         the option of the Investor, the Repayment Request not having been fulfilled within 20
                                         Business Days in Frankfurt am Main, Germany,



 


the
Shareholder and the Investor will adopt the resolution to increase the share capital of the Company as attached as Schedule
6.1(A), and the Shareholder, the Investor and the Company shall cause the commercial register application attached as Schedule
6.1 (B) to be filed without undue delay (unverzüglich) thereafter.


 


		6.2	The
                                         Shareholder, the Investor and the Company hereby agree that the Investor will be entitled
                                         to offset the claim for repayment of the Step 2 Loan in the amount advanced to the Company
                                         against the Investor’s future obligation to pay the premium in the same amount,
                                         as further described in more detail in Schedule 6.1 (A).



 






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English
Convenience Translation

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		6.3	The
                                         Company hereby confirms to the Investor that the obligation to pay the premium described
                                         in more detail in Schedule 6.1 (A) will have been fulfilled upon the Investor
                                         declaring the offsetting against the repayment of the Step 2 Loan in the amount advanced
                                         to the Company, up to a maximum amount of EUR 780,981.00.



 


		6.4	Immediately
                                         after the capital increase and offsetting described in more detail in subparas. 6.2 and
                                         6.3, the Company shall pay to the Investor the amount of EUR 19,019.00 without undue
                                         delay (unverzüglich) representing the balance of the Step 2 Loan.



 


		7.	[Intentionally
                                         omitted]



 


		8.	Amendment
                                         of Articles of Association



 


Immediately
prior to the notarization of this Agreement, the Shareholder adopted a notarized resolution to amend the articles of association
of the Company to reflect the amendment set out in Schedule 5.1(A) (AoA) and the managing director of the Company has signed
an application to file the amended articles of association with the commercial register, which the acting notary will file in
the context of the capital increase.


 


		9.	Representations
                                         and Warranties



 


		9.1	The
                                         Shareholder hereby represents and warrants to the Investor by way of an independent guarantee
                                         (selbstständiges Schuldversprechen) within the meaning of section 311 (1)
                                         German Civil Code (Bürgerliches Gesetzbuch) that the statements set forth
                                         in this Clause 9.1 (together the “Representations and Warranties”)
                                         are correct on the date of this Agreement and at the points in time at which the Investor
                                         will acquire (übernehmen) the Step 1 Shares and the Step 2 Shares, respectively.



 


		9.1.1	The
                                         Company is a corporation duly established and validly existing as a limited liability
                                         company (Gesellschaft mit beschränkter Haftung) under the laws of the Federal
                                         Republic of Germany.



 


		9.1.2	The
                                         information in Clause 3 is correct and complete. The Shares are fully paid in. The share
                                         capital of the Company has not been repaid or reimbursed to the shareholders. There are
                                         no obligations to make further contributions (Nachschusspflichten).



 


		9.1.3	The
                                         Shareholder is the legal and economic owner of the Shares. The Shares are not subject
                                         to a trust relationship (Treuhandverhältnis).



 


		9.1.4	The
                                         Shares are free and clear of any Encumbrances or other third party rights and have not
                                         been previously pledged or charged in favour of third parties. There are no options or
                                         rights which entitle any person to have any Shares in the Company issued or transferred.



 


		9.1.5	The
                                         Shareholder is entitled to create the Step 1 Shares and the Step 2 Shares and when issued
                                         to Investor as contemplated by this Agreement, such shares shall be fully paid and free
                                         and clear of any Encumbrances or other third party rights.



 


		9.1.6	All
                                         facts and circumstances concerning the Company which are capable of being registered
                                         in the commercial register have been registered therein. As of the date of this Agreement,
                                         the last list of shareholders



 






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English
Convenience Translation

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		 	dated 20 December 2012 recorded in the commercial register
                                         is correct and complete.


 


		9.1.7	The
                                         Company is not party to any silent partnership agreements (stille Gesellschaften),
                                         any profit and loss transfer and/or control agreements (Ergebnisabführungs- und/oder
                                         Beherrschungsverträge), any enterprise agreements (Unternehmensverträge)
                                         within the meaning of sections 291, 292 German Stock Corporation Act (Aktiengesetz)
                                         or similar arrangements under which any third party would be entitled to a participation
                                         in the profit or revenue of the Company.



 


		9.1.8	With
                                         regard to the Shareholder and the Company, no insolvency proceedings are pending and
                                         no filing for such proceedings has been made nor is such filing required. Neither the
                                         Shareholder nor the Company are imminently illiquid within the meaning of section 18
                                         German Insolvency Code (Insolvenzordnung).



 


		9.1.9	The
                                         place from which the Shareholder and the Company are actually administrated and where
                                         all material decisions are taken (tatsächlicher Verwaltungssitz) is located
                                         in the Federal Republic of Germany.



 


		9.1.10	Each
                                         of Rheinton and the Company has full power and authority to enter into this Agreement
                                         and the documents to be delivered hereunder, to carry out its obligations hereunder and
                                         to consummate the transactions contemplated hereby. This Agreement constitutes the legal,
                                         valid and binding obligation of each of Rheinton and the Company, enforceable against
                                         each of Rheinton and the Company in accordance with its terms.



 


		9.1.11	The
                                         execution and performance by each of Rheinton and the Company of this Agreement and the
                                         documents to be delivered hereunder, and the consummation of the transactions contemplated
                                         hereby, do not and will not: (a) violate or conflict with the articles of association
                                         or other organizational documents of each of Rheinton and the Company; (b) violate or
                                         conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation
                                         (collectively, “Laws”) applicable to Rheinton or the Company; (c)
                                         conflict with, or result in (with or without notice or lapse of time or both) any violation
                                         of, or default under, or give rise to a right of termination, acceleration or modification
                                         of any obligation or loss of any benefit under any contract or other instrument to which
                                         Rheinton or the Company is a party; or (d) result in the creation or imposition of any
                                         Encumbrances on the Step 1 Shares or the Step 2 Shares or the assets of the Company.
                                         No consent, approval, waiver, permit, license or authorization is required to be obtained
                                         by Rheinton or the Company from any person or entity (including any governmental authority)
                                         in connection with the execution and performance by them of this Agreement and the consummation
                                         of the transactions contemplated hereby.



 


		9.1.12	There
                                         is no claim, action, suit, proceeding or governmental investigation (“Action”)
                                         of any nature pending or threatened against or by Rheinton or the Company.



 


		9.1.13	Each
                                         of Rheinton and the Company has been and remains in compliance with all applicable Laws
                                         and there exists no condition or event relating to Rheinton or the Company which would
                                         give rise to a violation or default of any applicable Law. Each of Rheinton and the Company
                                         maintains in full



 






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English
Convenience Translation

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		 	force and effect all licenses, permits, certifications or other governmental
                                         authorizations necessary for their respective continued lawful operation, and no such
                                         licenses, permits, certifications or other governmental authorizations will be forfeited
                                         or affected by the transactions contemplated by this Agreement.


 


		9.1.14	True,
                                         correct and complete copies of the unaudited balance sheet and statements of operations
                                         of the Company as of and for the years ended 2014 and 2015 and August 2016 year-to-date
                                         (collectively, the “Financial Statements”) are attached as Schedule
                                         9.1.14 hereto. Except as set forth on the Financial Statements, the Company does
                                         not have any liabilities or obligations of any kind.



 


		9.1.15	Attached
                                         hereto as Schedule 8 5.1 (A) is a true and correct copy of the
                                         articles of association of the Company as amended by way of a shareholder’s resolution.
                                         Other than the articles of association of the Company, there are no voting trusts, proxies
                                         or other agreements or understandings in effect with respect to the voting or transfer
                                         of any of the Shares or management of the Company.



 


		9.1.16	The
                                         Company owns and has valid title to the Software or holds full licenses for the sale,
                                         use, assignment and licensing of the Software. To the Shareholder’s Best Knowledge,
                                         the Software does not infringe, violate, dilute or misappropriate the intellectual property
                                         of any person or entity or contain any virus or other malware designed to damage, detrimentally
                                         interfere with or expropriate any systems, data, personal information or property of
                                         another. To the Shareholder’s Best Knowledge, none of the source, object or executable
                                         code housed in or delivered with the Software is subject to any open source agreement
                                         or other agreement which would restrict the Company’s or IntriCon’s rights
                                         to use, reproduce, or distribute the same.



 


		9.1.17	No
                                         broker, finder or investment banker is entitled to any brokerage, finder’s or other
                                         fee or commission in connection with the transactions contemplated by this Agreement
                                         based upon arrangements made by or on behalf of each of Rheinton and the Company.



 


		9.2	The
                                         Representations and Warranties are given only within the scope of and subject to the
                                         limitations, rights and remedies set forth in Clause 10 which constitute an integral
                                         part of the Representations and Warranties.



 


		9.3	The
                                         Representations and Warranties shall not constitute an agreement on a certain condition
                                         (Beschaffenheitsvereinbarung) within the meaning of section 434 German Civil Code
                                         or a guarantee of quality concerning a condition (Beschaffenheitsgarantie) within
                                         the meaning of section 443 German Civil Code, but a sui generis contractual liability
                                         regime (vertragliches Haftungsregime sui generis) to which sections 443, 444 German
                                         Civil Code shall not apply.



 


		10.	Remedies



 


		10.1	In
                                         the event that any of the Representations and Warranties is incorrect, the Shareholder
                                         shall, within four weeks of receipt of a corresponding request by the Investor, establish
                                         the situation that would exist had the relevant Representations and Warranties been correct
                                         (restitution in kind (Naturalrestitution)). If and to the extent that (i) the
                                         Shareholder fails to effect restitution in kind within such time



 






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English
Convenience Translation

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		 	period
or (ii) restitution in kind is not possible, the Investor shall have the right to claim monetary damages from the Shareholder.


 



		10.2	For
                                         the purposes of determining the liability of the Shareholder, sections 249 to 257 German
                                         Civil Code (Bürgerliches Gesetzbuch) shall apply.



 


		10.3	The
                                         rights and remedies provided for in this Clause 10 shall be the exclusive rights and
                                         remedies of the Investor in respect of any incorrectness of the Representations and Warranties.
                                         Subject to the initial claims for specific performance and rights and remedies for a
                                         breach of obligations and covenants expressly set forth in this Agreement, all other
                                         rights and remedies of the Investor, irrespective of their nature, amount or legal basis,
                                         are excluded. This shall apply in particular to rights for breach of contractual or pre-contractual
                                         obligations, any rights to reduction of the purchase price, to withdrawal or to avoidance
                                         (Anfechtung) and any rights for frustration of agreement pursuant (section 313
                                         German Civil Code).



 


		10.4	All
                                         rights and claims of the Investor under or in connection with this Agreement shall become
                                         time-barred (verjähren) within 24 months of the notarization of this Agreement.



 


		10.5	Nothing
                                         in this Agreement shall have the effect of limiting any liability of the Shareholder
                                         arising from misconduct (Vorsatz) or fraudulent misrepresentation (arglistige
                                         Täuschung).



 


		11.	Management



 


		11.1	Managing
                                         Directors



 


As
from the date of this Agreement, each of IntriCon and Rheinton (each a “Future Shareholders” and collectively,
the “Future Shareholders”) shall vote all Shares held by such Future Shareholder and shall take all other necessary
or desirable actions within such Future Shareholder’s control (including attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Future Shareholders shall cause
the Company to take all necessary or desirable actions within its control (including calling special director and shareholder
meetings), so that


 


		11.1.1	The
                                         number of managing directors (each a “Director” and, collectively,
                                         the “Directors”) of the Company shall be one or, if IntriCon so requests
                                         two, or such other number as may be unanimously determined by the Future Shareholders
                                         from time to time; and



 


		11.1.2	Each
                                         of the Shareholders shall have the right to designate one person to be elected to serve
                                         as a Director at all times. The initial designee of Rheinton is Andreas Perscheid; IntriCon
                                         does not wish to designate a Director at this time; and



 


		11.1.3	No
                                         Director shall be authorised to represent the Company when entering into transactions
                                         with himself/herself, including as the representative of a third party (restrictions
                                         set forth in section 181 German Civil Code, Bürgerliches Gesetzbuch), unless
                                         the Future Shareholders have explicitly previously approved of this in writing.



 


		11.1.4	The
                                         Company shall, and the Future Shareholders shall cause each Director designated by them
                                         (it being understood that Andreas Perscheid has been designated by the Shareholder) to,
                                         obtain each Future



 






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English
Convenience Translation

– Original Agreement has been executed in German
language –


 


		 	Shareholders’ written approval prior to entering into any transaction
                                         outside ordinary business that has not been provided for and approved by the Future Shareholders
                                         in the Budget, including but not limited to those items described in Section 11.2.





 



To
the extent that any of the persons elected pursuant to the foregoing procedure cease to be a Director for any reason, the vacancy
shall be filled by the election of a person designated by the Shareholder whose designee ceased to be a Director.


 


		11.2	Actions
                                         Requiring the Consent of all of the Future Shareholders



 


Notwithstanding
any provision of this Agreement to the contrary, the Company shall not take, and the Future Shareholders shall cause each Director
designated by them not to take, any of the following actions, directly or indirectly, without the prior written consent of each
Future Shareholder:


 


		11.2.1	Incur
                                         or guarantee any indebtedness, other than as provided in a budget approved by the Future
                                         Shareholders (the “Budget”). The Budget will be prepared by the Managing
                                         Director on or before 30 October of each calendar year and will submit the Budget to
                                         the Future Shareholders. It is deemed adopted, if no Future Shareholder has objected
                                         on or before 31 December of the same calendar year. In case of doubt, the Future Shareholders
                                         decide by shareholder resolution, in an extraordinary shareholder meeting requiring the
                                         consent of all Future Shareholders.



 


		11.2.2	Require
                                         the Future Shareholders to make any additional capital contribution to the Company;



 


		11.2.3	Declare
                                         or pay any distributions or dividends to Future Shareholders;



 


		11.2.4	Pledge
                                         any securities, Software or other material assets of the Company;



 


		11.2.5	Issue
                                         or sell any additional shares in the Company, including the Shares, (in this case each
                                         Future Shareholder shall have a pre-emptive right to purchase its pro rata share of any
                                         additional shares);



 


		11.2.6	Make
                                         any capital expenditure, other than as provided in the Budget;



 


		11.2.7	Sell,
                                         dispose or license all or a substantial portion of the assets of the Company, including
                                         without limitation any of the Software, or merge with any other entity; the licensing
                                         of Software in the the ordinary course of business is permitted;



 


		11.2.8	Acquire
                                         all or any material portion of the equity or assets of another company, whether by merger,
                                         acquisition, combination or otherwise;



 


		11.2.9	Dissolve
                                         or liquidate the Company, or take any other similar action; or



 


		11.2.10	Amend
                                         the Company’s articles of association.



 


		12.	Restrictions
                                         on Transfer



 


		12.1	General



 


No
Future Shareholder shall sell, transfer, assign, pledge, grant a security interest in, or grant, cause or permit any Encumbrance
on, or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of
Law) (a “Transfer”) any interest in its shares in the Company, including the Shares, other than with the unanimous
written consent of the other


 






    	12 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German
language –



 


Future Shareholder. For the avoidance of doubt, the sale of stocks of IntriCon or to IntriCon’s
parent shall not be deemed a Transfer under this Agreement.


 


		12.2	Transfer
                                         Requirements



 


In
the event that any Future Shareholder desires to transfer shares in the Company, including the Shares, such Transfer shall not
be effected until:


 


		12.2.1	such
                                         Future Shareholder (the “Transferring Shareholder”) shall have notified
                                         the other Future Shareholder (the “Non-Transferring Shareholder”)
                                         in writing (the “Notice”) of the proposed disposition and shall have
                                         furnished the Non-Transferring Shareholder with a detailed statement of the circumstances
                                         surrounding the proposed Transfer, including any proposed terms of the Transfer, including
                                         Transfer price (collectively, the “Terms”), and the Non-Transferring
                                         Shareholder shall have (i) declined or failed to exercise its right of first refusal
                                         set forth in Clause 12.3 and (ii) consented (in its sole and absolute discretion) in
                                         writing to such proposed Transfer; and



 


		12.2.2	the
                                         transferee has agreed in writing to be bound by the terms of this Agreement.



 


		12.3	Right
                                         of First Refusal



 


Without
limiting the generality of the preceding Section, the Non-Transferring Shareholder shall have the option to purchase all of the
shares (“Offered Shares”) which is the subject of the proposed Transfer at the price and on the other terms
and conditions contained in the Terms, and may exercise its option by giving written notice of exercise to the Transferring Shareholder
within 45 days after the date of the Notice, and closing on such shares shall occur within 15 days thereafter via electronic transmission
of documents.


 


		12.4	Transfers
                                         in Violation of Agreement



 


Any
Transfer or attempted Transfer of any shares in the Company, including the Shares, in violation of any provision of this Agreement
shall be void, and the Shareholder, the Investor and the Company shall not cause to filed or permit to be filed any amended shareholders’
list with the commercial register and the Company shall not treat any purported transferee of such shares as the owner of such
shares for any purpose.


 


		13.	Other
                                         Business Activities



 


The
Parties hereto, including the Company, expressly acknowledge and agree that: (i) each Future Shareholder and its Affiliates are
permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures,
agreements or other arrangements with persons or entities other than the Company or any Company subsidiary that are engaged in
the business of the Company or any Company subsidiary, or any other business, or that are or may be competitive with the Company
or any Company subsidiary, (any such other investment or relationship, an “Other Business”), except that no
party may enter into agreements with third parties with comparable content to the Signison Agreement which agreements directly
compete with Signison (as defined below); (ii) no Future Shareholder or its Affiliates will be prohibited by virtue of such Shareholder’s
investment in the Company from pursuing and engaging in any Other Business; (iii) no Future Shareholder or its Affiliates will
be obligated to


 






    	13 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German
language –


 



inform the Company or any other Future Shareholder of any opportunity, relationship or investment in any Other
Business (a “Business Opportunity”) or to present any Business Opportunity to the Company, and the Company
and each Future Shareholder hereby renounces any interest in any Business Opportunity and any expectancy that a Business Opportunity
will be offered to it; (iv) nothing contained herein shall limit, prohibit or restrict any Director from serving on the board
of directors or other governing body or committee of any Other Business; and (v) no Future Shareholder will acquire, be provided
with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business or Business Opportunity
as a result of the participation therein of any of a Future Shareholder or its Affiliates. The parties hereto expressly authorize
and consent to the involvement of the any Future Shareholder and/or its Affiliates in any Other Business. The parties hereto expressly
waive, to the fullest extent permitted by applicable Law, any rights to assert any claim that such involvement breaches any fiduciary
or other duty or obligation owed to the Company or any Future Shareholder or to assert that such involvement constitutes a conflict
of interest by such persons or entities with respect to the Company or any Future Shareholder. “Signison Agreement”
means that certain agreement dated as of 6 October, 2016 between Soundperience, IntriCon GmbH (registered with the commercial
register in Munich under HRB 76453) and IntriCon Corp. (registered in the State of Pennsylvania with the Secretary of State, with
business address at 1260 Red Fox Road, Arden Hills, MN 55112, USA), and “Signison” means Signison GmbH.


 


		14.	Costs
                                         and Expenses



 


The
costs for the notarization of this Agreement shall be borne by the Investor. The costs for the capital increases described in
this Agreement, including the cost of amending the Articles of Amendment and making any filings with the commercial register,
shall be borne by the Investor. Any other costs and expenses shall be borne by the party to this Agreement commissioning or incurring
the relevant costs and expenses.


 


		15.	Notices
                                         and Communication



 


		15.1	Any
                                         notice or other communication under this Agreement shall be in English or, if in any
                                         other language, accompanied by a translation into English.



 


		15.2	All
                                         notices, requests, consents, claims, demands, waivers and other communications hereunder
                                         shall be in writing and shall be deemed to have been given (a) when delivered by hand
                                         (with written confirmation of receipt); (b) when received by the addressee if sent by
                                         an internationally recognized overnight courier (receipt requested); or (c) on the date
                                         sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if
                                         sent during normal business hours of the recipient, and on the next business day if sent
                                         after normal business hours of the recipient. Such communications must be sent to the
                                         respective parties at the addresses indicated below (or at such other address for a party
                                         as shall be specified in a notice given in accordance with this Section). Any notice
                                         to the Company shall be given by providing notice to each of the Shareholders as set
                                         forth below.



 






    	14 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German
language –



 


	

                                         If to IntriCon:

         

         

         

         

         

         

          

         

        with
        a copy to:

         

         

         
	IntriCon 

        Attention:
Scott Longval 

        1260
Red Fox Road 

        Arden
Hills, MN 55112 

        USA

         

        Facsimile:
+1 651-636-8944 

        E-mail:
Slongval@intricon.com  

        Blank
Rome LLP 

        Attention:
Francis E. Dehel 

        One
Logan Square 

        Philadelphia
PA 19103 

        USA

          

        Facsimile:
+1 215-832-5532 

        E-mail:
dehel@blankrome.com 

	 	
	If
    to Rheinton:	Rheinton
GmbH 

        Attention:
Geschäftsführung 

        Ms
Kerstin Perscheid 

        Ingelheimer
Strasse 11 

        65385
Rüdesheim am Rhein 

        Germany 

         

        Facsimile:
+49 6722 500985 

        E-mail:
kperscheid@rheinton.de

         

	If
    to the Company:	Soundperience
GmbH 

        Attention:
Geschäftsführung 

        Mr.
Andreas Perscheid 

        Ingelheimer
Strasse 11 

        65385
Rüdesheim am Rhein 

        Germany

          

        Facsimile:
+49 6722 710788 

        E-mail:
andreas.perscheid@soundperience.com

         

	with
    a copy to:	IntriCon 

        Attention:
Scott Longval   

        1260
Red Fox Road 

        Arden
Hills, MN 55112  

        USA

         

        Facsimile:
+1 651-636-8944 

        E-mail:
Slongval@intricon.com 



 






    	15 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German
language –


  


		16.	Miscellaneous



 


		16.1	Governing
                                         law. This Agreement shall be governed by and construed in accordance with the laws of
                                         the Federal Republic of Germany and excluding any international conflict-of-law rules.



 


		16.2	Venue.
                                         Exclusive place of jurisdiction for all disputes arising under or in connection with
                                         this Agreement is Frankfurt am Main, Germany.



 


		16.3	Entire
                                         Agreement. This Agreement, including the Schedules thereto as well as a License Agreement
                                         among the parties, constitute the sole and entire agreement of the parties to this Agreement
                                         with respect to the subject matter contained herein, and supersede all prior and contemporaneous
                                         understandings and agreements, both written and oral, with respect to such subject matter.
                                         The Parties acknowledge and agree that this Agreement shall not affect or modify their
                                         joint venture agreement regarding Signison.



 


		16.4	Assigns.
                                         No party to this Agreement is entitled to transfer its rights under this Agreement without
                                         the prior written consent of the other party to this Agreement, except that (a) if IntriCon
                                         shall merge or consolidate with or into, or sell or otherwise transfer all or substantially
                                         all of its assets to, another entity which assumes IntriCon’s obligations under
                                         this Agreement, IntriCon may assign its rights hereunder to that entity and (b) IntriCon
                                         may assign this Agreement to any entity which directly or indirectly owns all of the
                                         equity of IntriCon. Any attempted transfer or assignment in violation of this Section
                                         shall be void.



 


		16.5	Severability.
                                         Should any individual provision of this Agreement be or become wholly or partially invalid
                                         or unrealisable, or should there prove to be an omission herein, this shall not affect
                                         the validity of the remaining provisions. In the place of the invalid or unrealisable
                                         provision or in order to fill the gap, the parties to this Agreement undertake to agree
                                         on an appropriate provision that, within the framework of what is legally permissible,
                                         comes closest to what the parties to this Agreement intended or would have intended in
                                         accordance with the purpose of this Agreement if they had considered the matter at the
                                         outset.



 


		16.6	No
                                         Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto
                                         and their respective successors and permitted assigns and nothing herein, express or
                                         implied, is intended to or shall confer upon any other person or entity any legal or
                                         equitable right, benefit or remedy of any nature whatsoever, under or by reason of this
                                         Agreement.



 


		16.7	Headings.
                                         The headings in this Agreement are for reference only and shall not affect the interpretation
                                         of this Agreement.



 


		16.8	Amendment
                                         and Modification; Waiver. This Agreement may only be amended, modified or supplemented
                                         by an agreement in writing signed by each party hereto. No waiver by any party of any
                                         of the provisions hereof shall be effective unless explicitly set forth in writing and
                                         signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure
                                         to exercise, or delay in exercising, any rights, remedy, power or privilege arising from
                                         this Agreement shall operate or be construed as a waiver thereof; nor shall any single
                                         or partial exercise of any right, remedy, power or privilege hereunder preclude any other
                                         or further exercise thereof or the exercise of any other right, remedy, power or privilege.



 


		16.9	Form
                                         requirement. The parties to this Agreement shall agree on any amendments, or adjustments
                                         to this Agreement pursuant to Clause 16.5, in each



 






    	16 



     

    

 


English
Convenience Translation

– Original Agreement has been executed in German
language –


 





		 	case including this Clause 16.9, in
                                         writing unless notarization is required in which case such amendments or adjustments
                                         have to be notarized.


 



The
above record was read aloud by the notary to the persons appearing, approved by them and signed by the persons appearing and the
acting notary in their own hand as follows:


 






    	17