Exhibit 10.8









    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    




CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED
WITH “[****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.


 


EXECUTION VERSION


CONFIDENTIAL


 


Exhibit A


 


[****]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 






    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    

 






    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    








    	 	 	 



     


    

 











    	 	 	 



     


    

Exhibit “C”


Additional Terms and Conditions


 


Unless otherwise defined herein, capitalized terms used herein shall have
the meaning ascribed to them in the body of this Agreement.


 


1.Network Exclusivity. Company
agrees that during the term of this Agreement, it will purchase hearing instruments exclusively from GN ReSound and that it
will make available to Network Members through its private label network only hearing instruments sold by GN ReSound.


 


2.Private Label
Network.During such period as GN ReSound maintains private label programs for its large resellers, GN ReSound will
permit Network Members (defined below) to purchase private label products made available to Company hereunder in accordance
with the term of this Agreement and extend payment terms to and collect payment from said network members in accordance with
GN ReSound’s regular business practices. Company shall set the price for at which each Network Member may purchase GN
ReSound products (the “Member Price”), provided that the Member Price for each product shall at all times and in
all cases be greater or equal to the price at which the Company may purchase the same product hereunder.  Company shall
inform in writing GN ReSound of the Member Price for any Network Member and such change shall only be effective 10 business
days after GN ReSound receives written notice of such change. For each product purchased by a Network Member, GN Resound will
pay Company a rebate equal to the amount by which the applicable Member Price actually collected by GN ReSound for such
product sale exceeds the price payable by Company for such product hereunder. Agreements between GN ReSound and Company
Network Members shall be arms-length arrangements and GN ReSound shall not have the right to offset rebate payments against
any payments that are past due and uncollectible from Network Members. GN ReSound will settle the aggregate rebate owed
hereunder on a monthly basis; provided that the Company agrees that GN ReSound may apply any rebates payable to Company to
any past due amount owed by MFHC under the MFHC Agreement (and to any past due owed by Company according to GN
ReSound’s terms under Section 1.4 of this Agreement).


 


3.Notwithstanding the restrictions set forth in Section 1.3 of the Agreement,
and during such period as GN ReSound maintains private label programs for its large resellers, Company may resell private label
products, manufactured by GN ReSound specifically for Company and purchased by Company from GN ReSound, to other hearing aid dispensing
retail or independent distribution entities listed on Exhibit D from time to time (“Network Members”) which contract
with Company to supply its private label products (purchased from GN ReSound). The Company may modify Exhibit D by providing thirty
days written notice to GN ReSound to remove entities from the list of Network Member (in Company’s sole discretion) or to
add new Network Members, subject to the approval of GN ReSound; and said approval will not be unreasonably withheld or delayed;
provided that said approval shall not violate any federal anti-trust laws. Notwithstanding the foregoing, Company may not add MFHC
as a Network Member and shall not resell its products to MFHC.


 


4. GN ReSound warrants that it is not currently considering termination
of its private label program.