EX-10.24 INVESTOR RIGHTS AGREEMENT

EXHIBIT 10.24

HEARUSA, INC.

INVESTOR RIGHTS AGREEMENT

TABLE OF CONTENTS

DEFINED TERMS

INVESTOR RIGHTS AGREEMENT

      THIS INVESTOR RIGHTS AGREEMENT (this “ Agreement “) is entered into as of the _30th___day of December, 2006, by and between HEARUSA, INC. , a Delaware corporation (the “ Company “) and SIEMENS HEARING INSTRUMENTS, INC. , a Delaware corporation (the “ Investor “).

Recitals

      WHEREAS, the Investor is loaning the Company additional funds pursuant to that certain Second Amendment to the Amended and Restated Credit Agreement dated February 10, 2006 (as amended from time to time, the “ Credit Agreement ”) pursuant to which the Investor has the option to convert all or part of the principal and accrued interest thereunder into Common Stock; and

      WHEREAS, the Credit Agreement requires the execution and delivery of this Agreement.

      NOW, THEREFORE , in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1 GENERAL.

      1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

                    (i) The acquisition, other than in a transaction approved by the Incumbent Board, by any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ” ); provided , however , that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction described in clauses (A), (B) and (C) of paragraph (iii) of this Section 1.1(a); or

                    (ii) Individuals who, as of the date of this Agreement, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to such effective date whose election, or nomination for election by the stockholders of the Company, was

approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board; or

                    (iii) Approval by the stockholders of the Company of a reorganization, merger, share exchange or consolidation (a “ Business Combination ”) , unless, in each case following such Business Combination, (A) all or substantially all of the persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including a corporation that as a result of such transaction owns the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person or group (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such person or group owned 25% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

                    (iv) Approval by the stockholders of the Company of (A) a complete liquidation or dissolution of the Company, or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, (1) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) less than 25% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by any person or group (excluding any employee benefit plan (or related trust) of the Company or such corporation), except to the extent that such person or group owned 25% or more of the Outstanding Company Common Stock or

Outstanding Company Voting Securities prior to the sale or disposition and (3) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.

          (c) “ Common Stock ” means the $0.10 par value common stock of the Company.

          (d) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          (e) “ Registrable Securities ” means (i) the Shares and (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144, or (ii) sold in a private transaction in which the transferor’s rights under Section 2 are not assigned.

          (f) “ SEC ” or “ Commission ” means the Securities and Exchange Commission.

          (g) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          (h) “ Shares ” shall mean the Common Stock issued pursuant to conversion under the terms of the Credit Agreement held from time to time by the Investor and its permitted assigns.

          (i) “ State Acts ” shall mean the applicable securities or “blue sky” laws of the States of the United States, as amended, and the rules and regulations thereunder, all as the same shall be in effect at the time.

SECTION 2 REGISTRATION.

      2.1 Restrictions on Transfer .

          (a) The Investor shall not make any disposition of all or any portion of the Shares or Registrable Securities other than to an “affiliate” as that term is defined in SEC Rule 144 unless and until:

               (i) there is then in effect a registration statement (a “ Registration Statement ”) under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

               (ii) if reasonably requested by the Company, the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, the Company will not require opinions of counsel for transactions made pursuant to Rule 144.

          (b) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND THE STATE ACTS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

          (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of the Investor if the Investor shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend.

          (d) Any legend endorsed on an instrument pursuant to the State Acts and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

      2.2 Required Registration .

          (a) The Company will, (i) within ninety (90) days following the date of this Agreement, prepare and file with the Commission a Registration Statement on Form S-3 or, if not available, Form S-1, or any equivalent form for registration by issuers in accordance with the Securities Act, to permit the resale from time to time of the Registrable Securities under the Securities Act on a delayed or continuous basis pursuant to Rule 415 (the “ Shelf Registration Statement ”), (ii) use reasonable best efforts to cause the Shelf Registration Statement to be declared effective (the “ Registration Effective Date ”) as soon as reasonably practicable and in any event within one hundred eighty (180) days after the date of this Agreement, and (iii) use reasonable best efforts to cause the Shelf Registration Statement to remain effective until the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold to the public pursuant to such registration statement in accordance with the intended methods of distribution thereof. The plan of distribution contemplated by the Shelf Registration Statement shall permit resales of Registrable Securities in the manner or manners designated by the Investor, including offers and sales through underwriters or agents, offers and sales directly

to investors, block trades and such other methods of offer and sale as the Investor shall request. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement.

          (b) Subject to Section 2.2(c), if, following the Registration Effective Date, the Investor desires to sell Registrable Securities in an underwritten offering pursuant to the Shelf Registration Statement, it may request in writing that the Company file an amendment to the Shelf Registration Statement, stating the number of shares of Registrable Securities proposed to be sold and describing the plan of distribution, and the Company shall file such an amendment to the Shelf Registration Statement as soon as reasonably practicable and use reasonable best efforts to cause such amended Shelf Registration Statement to become effective as soon as reasonably practicable.

          (c) In any underwritten offering pursuant to this Section 2.2, the Investor shall have the right to select one managing underwriter, and such managing underwriter shall be the sole managing underwriter for any such offering. The Company (together with the Investor) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, as well as all other documents customary in similar offerings, including questionnaires, custody agreements, powers of attorney, lockup agreements and indemnification agreements, as applicable.

          (d) The parties acknowledge and agree that although the Company is obligated to use its best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, the Company will not be liable to the Investor for liquidated damages or penalties in the event its best efforts are insufficient to accomplish the intent of the foregoing.

      2.3 Piggy-Back Registration .

          (a) If at any time, the Company proposes to register (other than pursuant to Section 2.2) any of the Common Stock under the Securities Act for sale to the public, (i) either for its own account only or for both its account and the account of other security holders, or (ii) if when the Registration Statement contemplated by Section 2.2 is not effective, either for its account, the account of other security holders or both (except with respect to Registration Statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public or any successor thereto), each such time the Company will give prompt written notice to the Investor of its intention to do so and of the Investor’s rights under this Section 2.3, at least ten (10) business days prior to the anticipated filing date of the registration statement relating to such registration. Upon the written request of the Investor, received by the Company within five (5) business days after receipt of the Company’s notice by the Investor, to register any of its Registrable Securities, the Company will use reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company. The Investor may elect, prior to the anticipated effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

          (b) In the event that any registration pursuant to this Section 2.3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter notifies the Company in writing that, in its opinion, such inclusion would exceed the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold by the Company therein. The reduction referred to in the immediately preceding sentence shall be applied as follows: (i) the reduction shall be applied first , to the securities of security holders of the Company, if any, with registration rights other than the Investor, that are entitled to, and are requested to be included in, such registration, pro rata among all such security holders, based on the number of securities held by such security holders, second , to the Registrable Securities, and third , to the securities included in such registration by the Company; provided , however , that if the time period set forth in Section 2.2(a) has expired without the Shelf Registration Statement pursuant to Section 2.2(a) having been filed or having been declared effective, the reduction shall be applied first, to the securities included in such registration by the Company, second , to the securities of security holders of the Company other than the Investor, if any, which are entitled to, and are requested to be included in, such registration pro rata among all such security holders, based on the number of securities held by such security holders, and third , to the Registrable Securities. Notwithstanding the foregoing, the Company may withdraw any Registration Statement referred to in this Section 2.3 without thereby incurring any liability to the holder or holders of Registrable Securities.

          (c) In any underwritten offering pursuant to this Section 2.3 in which no less than twenty-five percent (25%) of the Registrable Securities are proposed to be sold, the Investor and the Company shall each have the right to select one managing underwriter and such managing underwriters shall be the sole managing underwriters for any such offering. The Company (together with the participating shareholders) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, as well as all other documents customary in similar offerings, including questionnaires, custody agreements, powers of attorney, lockup agreements and indemnification agreements, as applicable.

      2.4 Registration Procedures .

          (a) If and whenever the Company is required by the provisions of Section 2.2 or 2.3 to effect the registration of any shares of Registrable Securities, the Company will, as expeditiously as reasonably practicable:

               (i) prepare and file with the Commission a Registration Statement with respect to such securities and use commercially reasonable best efforts to cause such Registration Statement to become and remain effective for the period of the distribution contemplated by Section 2.2(a) or 2.4(b), as applicable;

               (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified by Section 2.2(a) or 2.4(b), as applicable, and comply with the provisions of the Securities Act and

the State Acts with respect to the disposition of all Registrable Securities covered by such Registration Statement in accordance with the sellers’ intended method of disposition set forth in such Registration Statement for such period;

               (iii) furnish to each seller of Common Stock and to each underwriter such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus), copies of any correspondence with the Commission or its staff relating to such Registration Statement and such other documents as such persons reasonably may request in order to facilitate the public sale or other disposition of the Common Stock covered by such Registration Statement;

               (iv) use reasonable best efforts to register or qualify the Common Stock covered by such Registration Statement under such State Acts as the sellers of Common Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request; provided , however , that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

               (v) use reasonable best efforts to list the Common Stock covered by such Registration Statement with a national securities exchange (if such shares are not already listed) and with each additional securities exchange on which the similar securities of the Company are then listed;

               (vi) immediately notify each seller of Common Stock and each underwriter under such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Common Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

               (vii) if the offering is underwritten and at the request of any seller of Common Stock, use reasonable best efforts to furnish on the date that Common Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (1) to the knowledge of such counsel, no stop order suspending the effectiveness thereof h