exv10w19



 





Exhibit 10.19




October 1, 2003




HearUSA, Inc.

1250 Northpoint Parkway

West Palm Beach, Florida

Atten: Stephen J. Hansbrough,

          
Chief Executive Officer




Re: Private Placement


Dear Mr. Hansbrough:




     This letter will memorialize our agreement of this date with respect to
our purchase of one-year notes and seven-year common stock purchase warrants
for cash. The undersigned has agreed to purchase and HearUSA, Inc. (the
“Company”) has agreed to sell to the Purchaser that number of notes and
warrants as are set forth on the signature page hereto for the aggregate
purchase price set forth thereon.



     The notes will be as set forth in the form of note attached hereto as
Exhibit 1 and the common stock purchase warrants will be as set forth in the
form of warrant attached hereto as Exhibit 2.



     The undersigned acknowledges that the notes and warrants and the common
stock underlying the warrants have not been registered under the federal
securities laws or any state securities laws in reliance on exemptions from
such registration. Accordingly, the undersigned represents and warrants to the
Company that on the date hereof:



               (a) The residence of the undersigned set forth below is the true and
correct residence of the undersigned, and the undersigned has no present
intention of becoming a resident or domiciliary of any other state or
jurisdiction.



               (b) The notes and warrants will be purchased and acquired by the
undersigned for investment only, for the undersigned’s own account, and
not with a view to, or for sale in connection with, any distribution of
the notes, the warrants or the common stock underlying the warrants.



               (c) The undersigned is an “accredited investor” within the meaning
of Rule 501 of Regulation D, promulgated under the Securities Act of
1933, as amended (the “Securities Act”). The undersigned has sufficient
experience in business, financial and investment matters to be able to
evaluate the risk involved in the purchase of the notes and warrants and
to make an informed decision with respect to such purchases.



 









 





HearUSA, Inc.

October 1, 2003

Page 2




               (d) The undersigned is able to bear the economic risks of this
investment in the Company and can afford a complete loss of the
investment.




               (e) The undersigned has had such opportunity as it deems adequate to
obtain from representatives of the Company such information as is
necessary to permit the undersigned to evaluate the merits and risks of
its investment in the Company. The undersigned has been given the
opportunity ask questions of, and receive answers from, the Company
concerning the Company’s business.



        The undersigned acknowledges and agrees that the Company is relying on the
foregoing representations and warranties of the undersigned to ensure
compliance with the registration exemptions for the notes, warrants and
underlying common stock. The notes and warrants and the underlying common
stock that the Company might issue will be imprinted with a conspicuous legend
that the securities represented by the notes, warrants and underlying common
stock have not been registered under the Securities Act or the securities laws
of any states.



        We have agreed that the Company and the undersigned will bear their own
respective legal and other expenses with respect to the transaction
contemplated by this letter. The Company has agreed to pay an origination fee
of $___to ___in connection with this transaction. The
Company shall use all of the proceeds of the offering of the notes and warrants
to pay its outstanding receivables to Siemens Hearing Instruments, Inc.



        If you agree that this letter sets out our agreement, please countersign
below and return one countersigned copy to the undersigned. The funds
representing the purchase price are to be wired to an account designated by the
Company or paid to the Company by check. The Company will issue the notes and
warrants to the undersigned, registered in the name(s) reflected on the
signature page hereto.



	 
	 
	
 

	Signature of Subscriber

	 
	
 

	Printed Name of Subscriber (and Title, if applicable)

	 
	
 

	Address of Subscriber








AGGREGATE PRINCIPAL AMOUNT OF NOTES:

AGGREGATE NUMBER OF WARRANTS:

AGGREGATE PURCHASE PRICE:

Name in which Notes to be issued:

Name in which Warrants to be issued:



 









 





HearUSA, Inc.

October 1, 2003

Page 3



Accepted as of the date first above written.

HearUSA, Inc.



	 	 
	By:
	 
	
 
	 
	Name:
	 
	
 
	 
	Title: