SIEMENS HEARING INSTRUMENTS, INC. HEARUSA, INC. STOCK PURCHASE AGREEMENT

Exhibit 10.5

EXECUTION COPY

SIEMENS HEARING INSTRUMENTS, INC.

HEARUSA, INC.

STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

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TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

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:

1.1.       Sale and Issuance of Common Stock . Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, 6,400,000 shares of the common stock, $0.10 par value, of the Company (the " Common Stock ") at a purchase price of $0.60 per share. The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the " Shares ," and the aggregate purchase price payable for the Shares shall be referred to in this Agreement as the " Aggregate Purchase Price ."

1.2.       Closing; Delivery; Form of Payment .

(a)       The payments and deliveries contemplated by Section 1 (the " Closing ") shall occur at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, Atlanta Georgia 30309 commencing at 9:00 a.m., local time, on December 23, 2008, or at such other time and place upon which the Company and the Purchaser mutually agree.

(b)       At the Closing, the Company shall deliver to the Purchaser a certificate representing the Shares against payment of the Aggregate Purchase Price by cancellation of indebtedness of the Company to the Purchaser. The certificate shall also represent a like number of rights under the Shareholder Rights Plan.

(c)       At the Closing, the Purchaser shall cancel Trade Debt in a face amount equal to the Aggregate Purchase Price. The Trade Debt to be cancelled shall be selected by the Purchaser based on ageing, so that the oldest Trade Debt (other than the Trade Debt based on the July Invoices) shall be the first selected for cancellation.

1.3.        Defined Terms Used in this Agreement . In addition to the terms defined in the rules of construction set forth in Section 7.4 , the following terms used in this Agreement shall have the meanings set forth or referenced below.

" Aggregate Purchase Price " has the meaning assigned to it in Section 1.1 .

" Affiliate " means, with respect to any person, any other person directly or indirectly controlled by, controlling, or under common control with such person; and for purposes of this definition, "control" (including the concept of "control" when used in the terms "controlled by" and "controlled") means the possession, directly or indirectly, of the power to

direct or cause the direction of management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise means with respect to any person.

" Applicable Law " means each applicable provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, release, license or other official legally binding pronouncement of, or agreement with, any Governmental Authority.

" Closing " has the meaning assigned to it in Section 1.2(a) .

" Code " means the Internal Revenue Code of 1986, as amended.

" Common Stock " has the meaning assigned to it in Section 1.1 .

" Company SEC Documents " has the meaning assigned to it in Section 2.8(a) .

" Credit Agreement " means the Second Amended and Restated Credit Agreement dated as of December 30, 2006 between the Company and the Purchaser, as amended by the First Amendment to Credit Agreement, dated June 27, 2007, and by the Second Amendment to Credit Agreement and First Amendment to Investor Rights Agreement and Supply Agreement, dated September 24, 2007.

" Disclosure Letter " means the Disclosure Letter of even date herewith delivered by the Company to the Purchaser.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" GAAP " means United States generally accepted accounting principles.

" Governmental Authority " means any federal, state, local or non-U.S. legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or other public body.

" Joint Certificate " has the meaning assigned to it in Section 4.5 .

" July Invoices " means the invoices issued in July, 2008 under the Supply Agreement giving rise to Trade Debt otherwise due on October 31, 2008.

" Indemnified Party " and " Indemnifying Party " have the meanings assigned to them in Section 6.3(d) .

" Investor Rights Agreement " means Investor Rights Agreement dated as of December 30, 2006 between the Company and the Purchaser, as amended by the Second Amendment to Credit Agreement and First Amendment to Investor Rights Agreement and Supply Agreement, dated September 24, 2007.

" Knowledge " means, when referring to the Company’s knowledge, the knowledge of the following persons after due inquiry: Stephen J. Hansbrough, Chairman of the Board and Chief Executive Officer, or Gino Chouinard, Chief Financial Officer.

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" Lien " means any mortgage, deed to secure debt, security interest, lien, pledge, encumbrance or adverse claim of any kind whatsoever, including the interest of a lessor under any capital lease.

" Loss " has the meaning assigned to it in Section 6.2 .

" Material Adverse Effect " means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company and its Subsidiaries, taken as a whole.

" Permit " means any license, permit, authorization or certificate issued by a Governmental Authority.

" Restriction " means any option, right of refusal or similar right or other restriction of any nature whatsoever

" SEC " means the Securities and Exchange Commission.

" Securities Act " means the Securities Act of 1933, as amended.

" Shareholder Rights Plan " means the Rights Agreement between the Company and the Bank of New York dated December 14, 1999, as amended and restated pursuant to the Amended and Restated Rights Agreement filed May 7, 2002, as the same may have been further amended, restated or modified.

" Shares " has the meaning assigned to it in Section 1.1 .

" Subsidiary " means, when used to determine the relationship of one person to another person, a person of which an aggregate of 50% or more of the stock of any class or 50% or more of other ownership interests is owned of record or beneficially by such person, or by one or more subsidiaries of such person, or by any combination of such party and one or more subsidiaries of such person.

" Supply Agreement " means the Amended and Restated Supply Agreement dated as of December 30, 2006, as amended by the Second Amendment to Credit Agreement and First Amendment to Investor Rights Agreement and Supply Agreement dated September 24, 2007.

" Tax " or " Taxes " means each or all, as applicable, taxes, assessments, charges, duties, fees, levies or other governmental charges, including all federal, state, local, foreign or other income, profits, unitary, business, franchise, capital stock, real property, personal property, intangible taxes, withholding, FICA, unemployment compensation, disability, transfer, sales, use, excise and other taxes, assessments, charges, duties, fees, or levies of any kind whatsoever (whether or not requiring the filing of returns) and all deficiency assessments, additions to tax, penalties and interest.

" Threshold " has the meaning assigned to it in Section 6.3(b) .

" Third Party Claim " has the meaning assigned to it in Section 6.3(e) .

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" Trade Debt " means indebtedness outstanding under the Supply Agreement arising out of the sale of goods or services to or for the benefit of the Company or based on its orders.

" Transaction Agreements " means this Agreement, the amendments to the Credit Agreement, the Supply Agreement and the Investor Rights Agreement referred to in Sections 5 and 6 , and any other agreements, instruments or documents entered into in connection with this Agreement.

2.    Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser as follows:

2.1.       Organization, Good Standing, Corporate Power and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the state of its organization and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. Each Subsidiary of the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2.       Capitalization .

(a)       The authorized capital stock of the Company consists of (i) 75,000,000 shares of $0.10 par value common stock, of which 37,904,384 shares are issued and outstanding and 523,662 shares are held in the Company’s treasury; and (ii) 7,500,000 shares of $1.00 par value preferred stock, of which 233 shares of Series J preferred stock are issued and outstanding and 0 shares are held in the Company’s treasury. Except as set forth in Section 2.2 of the Disclosure Letter: (i) all shares or other interests of the Company’s capital stock were legally and validly authorized and issued, fully-paid and nonassessable, without violation of any preemptive or dissenters’ or similar rights and in full compliance with federal and state securities laws and other Applicable Law; (ii) the Company has complied with the terms of its capital stock; (iii) all of the Company’s capital stock acquired by it was purchased from funds appropriate for the repurchase of shares of capital stock and otherwise in accordance with its certificate of incorporation, bylaws and Applicable Law; (iv) no options, warrants, subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, dispose of or restrict the transfer of, any of the Company’s capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into the Company securities of any kind or class are authorized or outstanding; and (vi) neither the Company nor any of its Subsidiaries is subject to any obligation to purchase, redeem or otherwise acquire any of the Company’s capital stock or securities (or of any options or rights or obligations described in the preceding sentence) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise.

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(b)       The Company has reserved (i) 503,061 shares of Common Stock in respect of the rights of the holders of exchangeable stock issued by its Subsidiary HEARx Canada, Inc.; and (ii) 5,835,455 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the stock or option plans described on Section 2.2 of the Disclosure Letter, all of which plans have been duly adopted by the Board of Directors and approved by the Company stockholders. Except as described in the preceding sentence or in respect of the conversion right granted to the Purchaser under the Credit Agreement, the Company has not reserved any shares of capital stock for issuance.

2.3.       Subsidiaries . Except as set forth on Section 2.3 of the Disclosure Letter, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Section 2.3 of the Disclosure Letter lists (i) the name of each Subsidiary of the Company, along with its state of organization and the percentage ownership of the Company in the Subsidiary, and (ii) the name of any joint venture, partnership or similar arrangement to which the Company is a party, along with its state of organization and the percentage ownership of the Company therein.

2.4.       Authorization . All corporate action required to be taken by the Company’s Board of Directors in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing, has been taken. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares, has been taken. No action on the part of the Company’s stockholders is required in connection with the issuance of the Shares or the execution, delivery or performance of the Transaction Agreements under the Company’s certificate of incorporation, bylaws or Applicable Law. The Transaction Agreements constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws relating to creditors’ rights generally.

2.5.       Valid Issuance of Shares; Listing . The Shares, when issued, sold and delivered for the consideration set forth in Section 1.1 , will be validly issued, fully paid and nonassessable and free of any Liens or Restrictions, other than Restrictions imposed by applicable federal and state securities laws. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws and other Applicable Laws. The Company has filed a listing application with NYSE Alternext U.S. in respect of the Shares, such exchange has duly approved the listing without material condition, and no action has been taken to revoke, release or otherwise alter or amend in any way the listing.

2.6.       Governmental Consents and Filings . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement which

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has not already been taken, other than the registration of the Shares for resale under the Securities Act and applicable state securities laws as required by the Investor Rights Agreement.

2.7.       Non-Contravention . Except as set forth in Section 2.7 of the Disclosure Letter the execution, delivery or performance by the Company of this Agreement and the other Transaction Agreements and the issuance of the Shares do not and will not with the passage of time or the giving of notice or both: (a) violate, conflict with, constitute a default of, require any consent or payment under, or permit a termination of, or create or impose any Lien or Restriction upon any of the Company’s or any of its Subsidiaries’ assets or liabilities or the Company or any of its Subsidiaries under: (i) any term or provision of the Company’s or any of its Subsidiaries’ certificate or articles of incorporation or bylaws or other governing or charter documents; (ii) any loan document, lease or other contract to which the Company or any of its Subsidiaries is a party or bound or to which any of them or any of their properties is subject or bound; (iii) any Permit, judgment, decree or order of any Governmental Authority to which the Company or any of its Subsidiaries or any of their properties are subject or bound; or (iv) any Applicable Law; (b) create, or cause the acceleration of the maturity of, any of the Company’s or any of its Subsidiaries’ liabilities or obligations; or (c) cause the Company or any of its Subsidiaries not to have all of the rights, titles and interests that the Company or such Subsidiary currently has, unaltered and unimpaired, in and to any of its assets. Without limiting the foregoing, (i) the resolutions adopted by the Board of Directors of the Company authorizing the transactions contemplated by this Agreement expressly approved the purchase of the Shares by the Purchaser; (ii) such resolutions were duly adopted by action of at least a majority of the members of the Board of Directors; (iii) this Agreement constitutes the "Prior Written Approval of the Company," as defined in the Shareholder Rights Plan; and (iv) the issuance of the Shares does not vest rights issued under, or terminate the right of the Company or its Subsidiary to redeem rights at nominal cost under, the Shareholder Rights Plan or the shareholder rights plan adopted by HEARx Canada, Inc.

2.8.       Reports and Financial Statements .

(a)       The Company has timely filed all forms, documents, statements and reports required to be filed by it with the SEC since January 1, 2007 (the forms, documents, statements and reports filed with the SEC since January 1, 2007, including any amendments thereto, the " Company SEC Documents "). No Subsidiary is required to file any forms, documents, statements and reports with the SEC or any other Governmental Authority regulating securities matters. As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereof, the Company SEC Documents, including all schedules included or documents incorporated by reference therein, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Company SEC Documents so filed contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters received

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from the SEC staff with respect to the Company SEC Documents. The Common Stock is listed on the NYSE Alternext and there are no actions or proceedings pending or, to the knowledge of HearUSA, threatened by NYSE Alternext that could have the effect of prohibiting or terminating the listing of Common Stock on NYSE Alternext.

(b)       The financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in the Company SEC Documents complied as to the form in all material respects with the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments expressly described therein, including the notes thereto, which adjustments were not and are not expected to be material in amount). The financial statements (including all related notes and schedules) of the Company and its Subsidiaries have been derived from the accounting books and records of the Company and its Subsidiaries and were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the note