0001104659-21-051960.txt : 20210419 0001104659-21-051960.hdr.sgml : 20210419 20210419160646 ACCESSION NUMBER: 0001104659-21-051960 CONFORMED SUBMISSION TYPE: F-1 PUBLIC DOCUMENT COUNT: 35 FILED AS OF DATE: 20210419 DATE AS OF CHANGE: 20210419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: hear.com N.V. CENTRAL INDEX KEY: 0001837978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: F-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-255339 FILM NUMBER: 21834638 BUSINESS ADDRESS: STREET 1: AMSTERDAMSESTRAATWEG 421 CITY: UTRECHT STATE: P7 ZIP: 3551 CL BUSINESS PHONE: 0031 55 80 80 140 MAIL ADDRESS: STREET 1: AMSTERDAMSESTRAATWEG 421 CITY: UTRECHT STATE: P7 ZIP: 3551 CL FORMER COMPANY: FORMER CONFORMED NAME: Auris Netherlands IV N.V. DATE OF NAME CHANGE: 20201228 F-1 1 tm214804-11_f1.htm F-1 tm214804-11_f1 - none - 28.8126191s
As filed with the Securities and Exchange Commission on April 19, 2021.
Registration No. 333-     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
hear.com N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of
incorporation or organization)
8099
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
Amsterdamsestraatweg 421
3551 CL Utrecht, the Netherlands
+31 55 80 80 140
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
hear.com LLC
396 Alhambra Circle, Suite 600
Coral Gables, Florida 33134
(786) 520-2456
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
William B. Brentani
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
Tel: (650) 251-5000
Fax: (650) 251-5002
Nicholas J. Shaw
Simpson Thacher & Bartlett LLP
CityPoint
One Ropemaker Street
London EC2Y 9HU
Tel: +44 20 7275 6500
Fax: +44 20 7275 6502
Michael Benjamin
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Tel: (212) 906-1200
Fax: (212) 751-4864
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.   ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to be Registered
Proposed Maximum
Offering Price
Per Share(1)(2)
Amount of
Registration Fee
Common shares, nominal value €0.01 per share
$ 100,000,000 $ 10,910
(1)
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)
Includes the aggregate offering price of common shares that the underwriters have the option to purchase from the selling shareholder identified in this registration statement.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither we nor the selling shareholder are soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus
(Subject to Completion, Dated                , 2021)
Common Shares
[MISSING IMAGE: lg_hearcom-4c.jpg]
This is hear.com N.V.’s initial public offering. We are selling                 common shares.
We expect the initial public offering price of our common shares to be between $                and $                per share. Prior to this offering, no public market existed for our common shares. After pricing of this offering, we expect that our common shares will trade on the Nasdaq Global Market under the symbol “HCG.”
We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—​Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information. After the completion of this offering, Auris Luxembourg III S.à r.l., an entity beneficially owned by investment vehicles affiliated with EQT AB and T&W Medical A/S, will continue to own a majority of the common shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq.
Investing in the common shares involves risks. See the “Risk Factors” section beginning on page 19 of this prospectus.
PRICE $      A SHARE
Public
Offering Price
Underwriting
Discounts(1)
Proceeds Before
Expenses, to Us
Per Share
$     
$     
$     
Total
$         
$         
$         
(1)
See Underwritersfor a description of the compensation payable to the underwriters.
The underwriters may also exercise their option to purchase up to an additional               common shares from the selling shareholder identified herein, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover over-allotments. We will not receive any proceeds from the sale of shares by the selling shareholder pursuant to any exercise of the underwriters option to purchase additional common shares.
At our request, the underwriters have reserved up to           common shares, or    % of the common shares offered by this prospectus, for sale at the initial public offering price in a directed share program, to certain of our directors, employees and partner providers. See UnderwritersDirected Share Program.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The common shares will be ready for delivery on or about                , 2021.
Morgan Stanley
J.P. Morgan
Deutsche Bank Securities
Goldman Sachs & Co. LLC
BofA SecuritiesWilliam BlairTruist Securities
               , 2021.

 
TABLE OF CONTENTS
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F-1
Through and including                  , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus we may authorize to be delivered or made available to you. We, the selling shareholder and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectuses prepared by us or on our behalf. We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus is an offer to sell only the common shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus is current only as of its date, regardless of the time of delivery of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus or any sale of the common shares. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside the United States: We, the selling shareholder and the underwriters have not done anything that would permit a public offering of our common shares or possession or distribution of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus outside of the United States.
 
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Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

the term “Bribery Act” means the U.K. Bribery Act 2010;

the term “CAGR” means compound annual growth rate;

the terms “company” or “hear.com group” means the group comprising the assets that will be transferred to hear.com N.V. prior to the consummation of this offering as described under “Corporate Reorganization”;

the term “Corporate Reorganization” means the corporate reorganization as described under “Corporate Reorganization” that we expect will be implemented prior to the completion of this offering;

the term “EEA” means the European Economic Area;

the term “ePrivacy Directive” means the Directive 2002/58/EC on privacy and electronic communication;

the term “EQT” means those certain investment funds of EQT AB and its affiliates;

the term “EQT Investors” means Auris Luxembourg I S.A., North Harbour VII S.à r.l. and North Harbour VII S.à r.l., affiliates of EQT;

the term “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

the term “FCPA” means the U.S. Foreign Corrupt Practices Act;

the term “FDA” means the U.S. Food and Drug Administration;

the term “GDPR” means the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679);

the term “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and the regulations that implement both laws;

the term “IFRS” means International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”);

the term “IT” means information technology;

the term “JOBS Act” means the U.S. Jumpstart Our Business Startups Act of 2012;

the term “MPP Exchange” means the contribution and transfer to us by certain members of our management (or their professional service corporations) of their limited partnership interest in North Harbour Participation S.C.Sp, which holds equity interests in the WS Audiology Group, in exchange for our common shares (the number of our common shares to be issued in connection with such exchange will be determined on the basis of a ratio that takes into account the agreed upon value of such limited partnership interests and the initial public offering price of our common shares);

the term “Nasdaq” means The Nasdaq Global Market;

the term “Parent” means Auris Luxembourg III S.à r.l., our sole shareholder and direct parent company;

the term “Recapitalization” means (i) the split of our outstanding common shares into 4,500,000 common shares with a nominal value of €0.01 each and (ii) the subscription by Parent of          new common shares with a nominal value of €0.01 each for €       in the aggregate, each to be effected prior to the offering;

the term “Relationship Agreement” means the relationship agreement between the Parent, WS Audiology and the company that we expect to enter into in connection with this offering and to which the members of our board of directors have agreed to adhere;

the term “SaaS” means software as a service;

the term “Securities Act” means the U.S. Securities Act of 1933, as amended;
 
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the term “SEC” means the U.S. Securities and Exchange Commission;

the term “Selling Shareholder” means Parent;

the term “SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended;

the term “T&W Investor” means T&W Medical A/S;

the term “WS Audiology” means WS Audiology A/S, the indirect parent company of the Parent;

the term “WS Audiology Group” means the group owned by WS Audiology, of which the hear.com group will remain a part until prior to the completion of this offering when it will be transferred to hear.com N.V. as described under “Corporate Reorganization”;

references to “underwriters” refer to the firms listed on the cover page of this prospectus; and

the term “U.S. GAAP” means U.S. generally accepted accounting principles.
Presentation of Financial Information
We report under IFRS, as issued by the IASB. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Our financial statements included in this prospectus are presented in euro and, unless otherwise specified, all monetary amounts are in euro. All references in this prospectus to “$” and “U.S. dollars” means U.S. dollars and all references to “€” and “euro” mean euro, unless otherwise noted.
This prospectus contains the combined financial statements and other financial information of audibene GmbH and its subsidiaries, as well as those of hear.com LLC (United States), Soundrise Hearing Solutions Private Limited (India) and Hear.com Korea Limited (South Korea), which are indirect subsidiaries of WS Audiology and are expected to be transferred, directly or indirectly, to hear.com N.V. prior to the completion of this offering in connection with the Corporate Reorganization. See “Corporate Reorganization.” hear.com N.V. is a newly incorporated Dutch public company with limited liability (naamloze vennootschap) that has been incorporated for the purpose of this offering and will be the issuer of our common shares. It has not engaged in any activities except those incidental to its formation, the Corporate Reorganization and the initial public offering of our common shares. Following the Corporate Reorganization, hear.com N.V. will become the parent company of the hear.com group and our financial statements will be prepared and reported as the consolidated financial statements of hear.com N.V.
Trademarks and Service Marks
The hear.com design logo, “hear.com,” “audibene” and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are our property. Solely for convenience, our trademarks, tradenames, and service marks referred to in this prospectus appear without the ®, TM, and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, tradenames, and service marks. This prospectus contains additional trademarks, tradenames, and service marks of other companies that are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply relationships with, or endorsement or sponsorship of us by, these other companies.
Market, Industry and Other Data
This prospectus contains estimates, projections and information concerning our industry, our business and the market size and growth rates of the markets in which we participate. We are responsible for all of the disclosure in this prospectus and the information incorporated by reference herein and while we believe that
 
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each of the publications, studies and surveys used throughout this prospectus are prepared by reputable sources and are generally reliable, we have not independently verified market and industry data from third-party sources. Some data and statistical and other information are based on internal estimates and calculations that are derived from publicly available information, research we conducted, internal surveys, our management’s knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable.
In each case, this information and data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information, estimates or projections. Industry publications and other reports we have obtained from independent parties may state that the data contained in these publications or other reports have been obtained in good faith or from sources considered to be reliable, but they do not guarantee the accuracy or completeness of such data. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause our future performance to differ materially from the assumptions and estimates made by third parties and us.
 
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PROSPECTUS SUMMARY
This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common shares, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus, and the information set forth under “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Unless otherwise indicated in this prospectus, references to the “company,” “hear.com,” “we,” “us” and “our” refer to the hear.com group.
Overview
At hear.com, we are on a mission to bring high quality hearing care to anyone, anywhere. Since our founding in 2012, we have grown rapidly to become the largest online provider of expert, medical-grade hearing care globally. We reimagined the hearing care delivery model and pioneered a digital platform that enables us to deliver a highly engaging, end-to-end customer experience, which we call our Hearing Success Program.
We first meet our consumers online before engaging with them telephonically to provide individualized advice on hearing care, dispel any misconceptions and generate excitement. Once the consumer decides to continue with hearing tests and fittings, we meet them locally through our global network of over 5,000 handpicked clinic locations, which we refer to as our partner providers, or remotely through our proprietary Clinic-in-a-Box, which is our teleaudiology solution. Our data-driven approach to hearing care enables us to deliver a personalized experience and respond to customer needs in real time. Our continued investment in technology and data analytics is geared towards maximizing customer satisfaction, allowing us to connect with a broad unpenetrated base of consumers and redefine what it means to experience and treat hearing loss today.
Hearing loss is a widespread and underserved problem. In 2018, the World Health Organization (the “WHO”) estimated that 466 million people worldwide suffered from disabling hearing loss, with millions more affected with moderate hearing loss. Despite its prevalence, as reported by the WHO, only about 17% of individuals with hearing loss own hearing aids. Even though hearing aid technology has advanced significantly and enabled smaller, more powerful devices, individuals seeking hearing care often have misconceptions about hearing aids in terms of their design and usability. Additionally, they face multiple challenges stemming from a complex range of hearing devices with varying degrees of quality and parameters for fit and customization. The traditional process to purchase hearing aids can be lengthy and inconvenient for many consumers. hear.com was founded to provide consumers with a highly tailored, digital solution to access medical-grade hearing care and the latest in hearing aid technology. We built our platform to address and overcome the myriad of complexities consumers often face as they seek hearing care. We have a relentless focus on serving our customers and empowering them to make the optimal decision for their hearing care needs. This results in deep satisfaction among our customers, as demonstrated by our Net Promoter Score of 70 as of December 31, 2020 and ongoing positive customer feedback.
Our Hearing Success Program is a consumer-centric approach that we believe differentiates us from traditional hearing care providers. This comprehensive program encompasses outreach, assessment, planning, facilitation, care coordination, evaluation and advocacy for options and services that are tailored to an individuals’ hearing care needs. Our first contact with potential customers begins with our targeted digital marketing approach and the strategic placement of advertisements in a wide range of digital channels. These advertisements are designed to redirect potential customers to our online platform where we encourage them to engage through one of approximately 360 tailored versions of our website, which in the aggregate attracted over 70 million visits in 2020. Customers are then contacted telephonically by one of our internal sales consultants, who are full-time employees and highly-trained hearing experts. Our internal sales consultants provide education and expert advice for potential solutions that are tailored to the customer’s specific goals and they stay with each customer throughout the entire hearing care journey, from the initial consultation to fitting, purchasing, servicing and beyond. After they have spoken to a customer, our internal sales consultants
 
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coordinate with our global network of credentialed hearing care professionals to schedule a hearing test and fitting, either locally or remotely through our Clinic-in-a-Box solution. Once a hearing care solution is found, we handle all aspects of the purchase, including invoicing, settling reimbursement claims and providing financing options, as well as post-purchase servicing, allowing us to maintain multiple points of contact with our customers to ensure the highest levels of satisfaction and retention for their next purchase.
We have presented below the customer journey through our Hearing Success Program:
[MISSING IMAGE: tm214804d1-ph_program4c.jpg]
We believe that our platform is highly effective and scalable because we deliver significant value to (1) our customers seeking hearing care, (2) our network of partner providers seeking opportunities to serve more customers and increase their income, and (3) our manufacturing partners focused on developing the highest quality hearing aids by incorporating customer feedback and expanding their reach. We have designed our platform to improve over time by continually incorporating new data from millions of interactions with customers, hearing care professionals, and manufacturers. For example, our customer journey is constantly optimized by analyzing the data we gather from our ever increasing consumer database, which provides us with key insights on the drivers of customer satisfaction, quality of care, and cost effective outcomes. Our data-driven approach creates a “flywheel effect,” whereby the more attractive we make our offering to consumers, the more consumers we draw to our platform at lower acquisition cost, and the more attractive we become to our partner providers and manufacturing partners.
[MISSING IMAGE: tm214804d1-ph_customer4c.jpg]
The hearing care clinics in our network, which we refer to as our partner providers, represent a significant share of the global independent audiology community. We believe our global network is the largest of its kind, with over 5,000 partner providers comprising an estimated 15,000 hearing care professionals. Participation of
 
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partner providers in our network is based on a rigorous and ongoing vetting process that evaluates criteria including their record of customer satisfaction, average time to first appointment, and speed of service. This results in the selection of top-tier partner providers who are accustomed to delivering the highest standard of care for our customers. We have developed strong long-term relationships with our partner providers and work closely with them to develop innovative approaches to address the needs of our target customers. We also undertake extensive partner provider training programs, which are designed to provide the knowledge and tools required to become more entrepreneurial and customer-centric, which we believe will help them, and, in turn, us, to achieve higher conversion rates and sales volumes. We have built a strong partner management team that is responsible for acquiring new partner providers and for collaborating on quality of service and conversion rate improvements. This includes supporting hearing care professionals in establishing new clinics that then become a part of our network of partner providers. Our partner management team also works with our partner providers to obtain precise insights into customer demand in certain geographies as well as providing recruiting services to participating hearing care professionals as part of our entrepreneurship program. A key goal of ours is to become the most important business partner to our partner providers.
Our success is demonstrated by the number of contact requests we receive, which was approximately 1.4 million in 2020. We are the leading online hearing care company based on web traffic and estimate that we are a leader in online revenue in every market we serve, including the United States. We have a presence in 11 countries and our database includes close to six million consumers as of December 31, 2020. We have assembled a management team with advanced sector, technical and digital expertise, and, as of December 31, 2020, had 1,388 full-time employees dedicated to helping our customers hear better again, including 688 internal sales consultants and 181 in-house technology employees.
We believe our financial results reflect the significant market demand for our offerings and the value that we provide to the broader hearing care ecosystem. Our revenue was €151.1 million and €119.7 million for the fiscal years ended September 30, 2020 and 2019, respectively. We generated net losses of €23.1 million and €17.4 million for the fiscal years ended September 30, 2020 and 2019, respectively. Our EBITDA was €(11.0) million and €(9.1) million for the fiscal years ended September 30, 2020 and 2019, respectively. EBITDA is a non-IFRS financial measure. For a reconciliation of EBITDA to the most directly comparable IFRS financial measure, information about why we consider EBITDA useful and a discussion of the material risks and limitations of these measures, please see “—Summary Combined Financial and Operating Data—Non-IFRS Measures.”
The Hearing Economy is a Growing Market with Historically Fragmented Distribution
Hearing loss is a widespread and growing global health issue
The WHO estimates that 466 million people worldwide, or 6% of the global population, had disabling hearing loss in 2018. This population is expected to grow in size to more than 900 million people by 2050. As demographic trends shift and life expectancy increases, we expect that the proportion of the population with hearing loss will continue to rise. Unaddressed hearing loss costs the global economy an estimated $750 billion annually according to a 2017 study by the WHO.
The market for hearing care remains significantly underserved
Despite the significant individual and societal impact of hearing loss, the WHO estimates that only 17% of people with hearing loss own hearing aids as of 2020. The prevalence of hearing aid use is consistently low in individuals with mild hearing loss but generally increases in individuals with moderate or greater hearing loss according to a 2020 EuroTrak publication on behalf of the European Hearing Instrument Manufactures Association (EHIMA). Only in the more severe cases does a higher percentage of individuals use a hearing aid.
We believe the limitations of traditional hearing care and the lack of consumer-focused platforms that enable consumers to easily search, discover and access solutions are the primary reasons driving this under penetration. These limitations include the following:

Misconceptions associated with the use of hearing aids
 
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Disempowering consumer experience

Inconvenient, cumbersome process

Inaccessible hearing care service in remote areas
Future growth of hearing care to be driven by high quality digital solutions
The global hearing care market is highly fragmented, and we estimate that the online channel accounted for only 1% to 2% of global hearing aid sales in 2019. We believe this channel is highly underpenetrated and poised to capture significant market share as has been seen in other industries.
Our market opportunity
We estimate that global spend for hearing aids was approximately $18 billion in 2019. We believe this spend, however, is generated from people with severe and profound hearing loss and who primarily obtain their hearing aids through physical channels. We believe there is a substantial opportunity to increase digital penetration in the market for people suffering from hearing loss, which increases our global addressable market significantly. We currently operate in 11 countries and, based on data from the countries that account for approximately two-thirds of our current sales volumes, we estimate that we have less than 10% market share by revenue in each of the countries in which we operate. Based on an estimated 180 million adults with a moderate or a higher degree of hearing loss, average lifecycle of hearing aids, and price of hearing aids in these countries, we estimate our current addressable market to be more than $35 billion annually. We expect our addressable market to grow as we further expand into additional geographic markets.
Note that the information for the parameters on which we base our estimated addressable market calculation is derived from a combination of third-party reports and management assessment, and is subject to significant assumptions and estimates, which may change or prove to be inaccurate. While we believe the information and assumptions on which we base our estimated addressable market are reasonable, such information is inherently imprecise.
What Differentiates Us
Our development, approach, partnerships, customer engagement and investments are aimed at realizing hear.com’s singular mission to bring high quality hearing care to anyone, anywhere. Our competitive strengths consist of:
Scale and market leadership
We are the leading online hearing care company based on web traffic and estimate that we are a leader in online revenue in every market we serve, including the United States. The strength of our market leadership is demonstrated by the scale and growth of our customer contacts, the breadth and size of our partner provider network, and our deep customer satisfaction.
Our partner provider network
We believe our independent global network is the largest of its kind, with over 5,000 partner providers comprising an estimated 15,000 hearing care professionals; our partnership with these providers is usually exclusive.
Differentiated go-to-market strategy
Hearing care is a personal, often significant, decision that can require a high degree of consumer motivation to engage and substantial consideration of individual needs and preferences. Our Hearing Success Program takes a digital-first approach to simplify the path to purchase and produces a personalized and guided user experience.
 
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Proprietary and purpose-built technology platform
Our technology powers all aspects of our company: engaging our customers and supporting our partner providers and manufacturing partners, while advancing our business objectives. We have designed our technology to improve over time by continuously incorporating new data from millions of interactions with customers, hearing care partners, and manufacturers.
Customer-centricity as the fundamental tenet of our company
Understanding our customers’ needs is our highest priority and everything we do is centered around making our customers happy by delivering superior outcomes. We have devoted almost a decade, and significant resources, to developing our customer journey, which, at each step, is designed to optimize customer experience and provide tailored, thoughtful and individualized information and guidance to our customers. We believe that this differentiates us from other participants in the hearing care market and drives higher conversion rates and long-lasting relationships with our customers.
Deeply experienced management team with a culture of innovation
We are a founder-led, diverse, global, entrepreneurial, and talented team. Our non-hierarchal, fast-paced and open working culture delivers high-impact outcomes for customers, partners and our teams.
Investors should carefully consider risks related to our business and industry described under “Risk Factors” elsewhere in this prospectus regarding considerations that may offset our competitive strengths.
Our Growth Strategy
We believe that there are significant opportunities to increase awareness and educate consumers regarding hearing care, hearing aids innovation, purchase process and pricing, as well as our platform and solutions. To transform hearing care delivery at scale, we are pursuing growth through the following avenues:
Continue to attract new consumers and partner providers in existing geographic markets
Globally with only 17% of people with hearing loss owning hearing aids, and an estimated 1% to 2% online penetration, we believe the online hearing care market is significantly underpenetrated.
Bringing telehealth to hearing care
We currently offer our proprietary Clinic-in-a-Box, which is our teleaudiology solution, in the United States, Canada and Malaysia and intend to introduce it across multiple geographic and regional markets.
Efficient geographic and network expansion
We plan to expand into new geographic markets such as China, Brazil, Mexico, Colombia and Japan where we do not currently operate. We believe we can leverage our strong track record of execution from our 11 existing geographic markets in order to efficiently launch into these new geographic markets.
Develop and expand a differentiated direct-to-consumer approach
We plan to introduce a differentiated and lower cost direct-to-consumer retail model where we serve consumers with mild hearing loss in a more efficient and direct manner with fewer physical touchpoints.
Sell incremental solutions to existing consumers and encourage repeat purchases
We aim to increase the number and sales of our value-added solutions and services, which we believe will be accretive to our consumer lifetime value, without significantly increasing consumer acquisition costs. Sales of ongoing solutions and services also allow us to maintain contact with our customers after purchase and
 
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over time, which we believe contributes to developing longstanding relationships with them. We also aim to leverage these longstanding relationships to encourage customers to buy new hearing aids from us as their old ones reach the end of their lifetime, which occurs typically every four to six years.
Continue to invest in consumer innovations, solutions and services
We continually invest in and scale digital solutions and services to enhance access to medical-grade hearing care and increase the quality of hearing outcomes for our customers. Two examples of our solutions and services are:

Hearing as a service:   We are in the process of designing and implementing a subscription service for our customers, which we refer to as hearing as a service, that will cover a range of solutions and services. We aim to offer a range of options that suit a variety of customer budgets and preferences to allow our customers the flexibility to customize their subscription.

The “hear.com Horizon”:   We have begun rolling out our own brand of hearing aids, hear.com Horizon, that we co-developed with one of our manufacturing partners for our exclusive use.
Investors should carefully consider risks related to our business and industry described under “Risk Factors” elsewhere in this prospectus regarding considerations that may have a negative effect on our growth strategies.
Our Value Proposition
We believe that our platform is highly effective because we deliver significant value to our consumers, hearing care professionals, and manufacturing partners. Our value proposition by stakeholder is described below:
Consumers:   Our platform delivers high quality hearing care to consumers who may otherwise have forgone hearing care due to a variety of factors, including affordability, fear of stigma, or lack of access to expert care. Our Hearing Success Program ensures customer satisfaction across each stage of the customer journey and increases adoption, reduces complexity, and improves hearing outcomes. The value that consumers ascribe to our platform is demonstrated by our high Net Promoter Score of 70 as of December 31, 2020.
Hearing care professionals:   We help our partner providers grow their practices by providing extensive training programs and giving them access to a curated network of patients that they can use to fill excess capacity and increase their income.
Manufacturing partners:   Our digital marketing capabilities and consumer-facing platform help our manufacturing partners by increasing sales through access to new consumer segments, strengthening their brand recognition within our network, and improving the quality of their products.
Clinic-in-a-Box Solution
Our proprietary Clinic-in-a-Box, which is our teleaudiology solution, was designed to provide access to quality hearing care, regardless of geographic constraints. We introduced our Clinic-in-a-Box solution in Malaysia in 2014, upgraded and expanded it to the United States and Canada in 2020 and intend to expand it further to multiple other geographic and regional markets.
Our Clinic-in-a-Box solution was developed in-house and allows our partner providers to access a previously inaccessible consumer base. Certain high-performing partner providers are selected to use our Clinic-in-a-Box solution, ensuring that customers get the best possible experience. Before the virtual session with our hearing care professionals, customers receive everything they need for their appointment, including a tablet, pre-selected hearing aids based on the consultation with our internal sales consultants, and equipment for the hearing test and fitting. Our hearing care professional connects with the customer through video
 
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conference using the tablet provided and guides the customer on using the equipment, conducting the hearing test, fitting the hearing aid, and fine-tuning the hearing aid.
Throughout this experience, our team of hearing care professionals and internal sales consultants remains available to answer questions and support the fine tuning of the hearing aids or to address any potential issues, such as cleaning of the hearing aids, replacing batteries or connecting the device to smartphones.
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Risks Related to Our Business
Investing in our common shares involves a high degree of risk. You should carefully consider these risks before investing in our common shares, including the risks related to our business and industry described under “Risk Factors” elsewhere in this prospectus. In particular, the following considerations, among others, may impact our business, offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our common shares and result in a loss of all or a portion of your investment:

our ability to achieve broad market education and to change consumer perception and purchasing habits, and to innovate in a relatively mature industry;

actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements;

security incidents, data breaches, and unauthorized access to data, including personal information and protected health information;

our ability to attract, develop, motivate and retain well-qualified employees, and to prevent former key employees from competing in the hearing care space;

increasing competition as a result of specialty retailers, vertical integration of manufacturers and competition from non-specialty retailers;

the nature of our relationship with WS Audiology as both our indirect shareholder and largest supplier;

our ability to maintain the satisfaction of the hearing care community;

capacity constraints in our partner provider network;

accelerated consolidation and formation of hearing aid purchasing groups;

deteriorating payment behavior of customers that utilize payment plans;

our ability to successfully anticipate product returns, repairs and replacement;

the proliferation of technological developments that improve or cure hearing loss;

the ability of the teleaudiology market to develop;

the ability of select global hearing aid manufacturers to meet their delivery obligations, maintain price stability and continue to supply us with hearing aids;

the ability of our proprietary technology platform to operate properly;
 
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customer confusion about hearing aid product features and technology or about any adverse events or safety issues associated with third-party hearing aid products;

potential lawsuits brought by third parties for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights;

our ability to establish, maintain, protect and enforce our intellectual property and proprietary rights;

our ability to continue to use our domain names and prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks;

our ability to enforce our intellectual property rights throughout the world;

risks associated with the use of open source software;

developments in laws, rules, policies and audiology board certification oversight governing licensure, the practice of professional audiology services and teleaudiology;

our ability to comply with laws regulating the corporate practice of audiology;

potential determinations that our arrangements with audiologists and other hearing care professionals constitute the improper rendering of professional audiology services or fee splitting under applicable law;

the impact of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending;

our third party suppliers’ compliance with applicable FDA and other requirements;

our ability to operate as a stand-alone business following the Corporate Reorganization;

the continued alignment of our interests with those of WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor; and

other factors set forth under “Risk Factors” in this prospectus.
Our Principal Shareholders
Prior to the completion of this offering, Parent will own 100% of our outstanding common shares. After completion of this offering, Parent will own approximately     % of our outstanding common shares, or approximately      % if the underwriters exercise in full their option to purchase additional shares. Parent is a subsidiary of WS Audiology, which. is controlled by EQT and T&W Medical A/S.
EQT is a differentiated global investment organization with more than €75 billion in raised capital and approximately €46 billion in assets under management across 16 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and North America with total sales of more than €27 billion and approximately 159,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. Over the last 20 years, EQT has completed 26 acquisitions in the healthcare sector, including current investments in Certara, Aldevron, Waystar, Galderma and WS Audiology and former investments in Press Ganey, CaridianBCT, BSN Medical and Clinical Innovations.
T&W Medical A/S is a company incorporated in Denmark owned by two families who in 1956 established the global hearing aid company, Widex. In 2019, Widex merged with Sivantos (formerly, Siemens hearing aids) creating the WS Audiology Group. T&W Medical A/S has over the past decade also invested in various health care and life science companies, including UNEEG medical, a company incorporated in Denmark pioneering cognitive technologies that collect, monitor and analyze brain activities (EEG).
We are indirectly controlled by WS Audiology and the WS Audiology Group is one of the largest manufacturers of hearing aids in the world with a significant retail presence. They are also our largest supplier of hearing aids. Real or apparent conflicts of interest may arise between the WS Audiology Group and us in a number of areas relating to our past and ongoing relationships with WS Audiology as our majority
 
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shareholder. In addition, certain members of hear.com management have made investments in the WS Audiology Group. As a result of these individuals’ ownership interest in the WS Audiology Group and the WS Audiology Group’s majority ownership of hear.com, conflicts of interest could arise and result in action or inaction that is detrimental to our business or could harm the implementation of our business strategy.
WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor, are indirect shareholders of the Parent, and WS Audiology has the ability to nominate a majority of the members of our board of directors and to elect and remove directors. Additionally, for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 50% in voting power of our share capital, members of our board of directors will be required to resign upon a written request by shareholders holding more than 50% of our issued and outstanding share capital.
We intend to enter into the Relationship Agreement with the Parent and WS Audiology in connection with this offering and the members of our board of directors have agreed to adhere to the Relationship Agreement. The Relationship Agreement will contain certain arrangements regarding the continuing relationship between us, the Parent and the other parties to it.
We also intend to enter into a registration rights agreement with the Parent and certain other parties. The registration rights agreement will contain provisions that entitle the Parent and the other shareholder parties to it to certain rights to have their securities registered by us under the Securities Act.
Additionally, we expect to enter into a transitional services agreement with the WS Audiology Group, pursuant to which certain entities of the WS Audiology Group will continue to provide certain business functions to us for a limited period of time following the Corporate Reorganization, including certain IT applications, payroll services, arrangements with logistics providers and legal services.
Controlled Company
After the completion of this offering, EQT and T&W Medical A/S will continue to beneficially own more than 50% of our common shares and voting power. As a result, we will be a “controlled company” as that term is set forth in Section 5615(c)(1) of the Nasdaq Marketplace Rules. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of our directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. Following this offering, we do not intend to utilize these exemptions, but do intend to rely on other exemptions relating to our status as an emerging growth company and a foreign private issuer (see “—Implications of Being an Emerging Growth Company and a Foreign Private Issuer”). However, if we utilize any of the exemptions available to controlled companies in the future, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. In the event that we cease to be a “controlled company,” we will be required to comply with these provisions within the transition periods specified in the Nasdaq corporate governance rules.
Corporate Information
hear.com N.V. was originally incorporated as Auris Netherlands IV N.V. under the laws of the Netherlands as a public company with limited liability (naamloze vennootschap) on December 10, 2020. Our principal executive offices are located at Amsterdamsestraatweg 421, 3551 CL Utrecht, the Netherlands. Our telephone number is +31 55 80 80 140. Our website address is www.hear.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and inclusions of our website address in this prospectus are inactive textual references only.
 
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Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company
We qualify as an “emerging growth company” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and currently intend to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to companies that conduct initial public offerings and file periodic reports with the SEC. These provisions include, but are not limited to:

being permitted to present only two years of audited financial statements in this prospectus and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus;

not being required to comply with the auditor attestation requirements of Section 404 of SOX, the assessment of our internal control over financial reporting, which would otherwise be applicable beginning with the second annual report following consummation of this offering;

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this prospectus; and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We will remain an emerging growth company until the first to occur of the last day of the fiscal year (i) that follows the fifth anniversary of the completion of this offering, (ii) in which we have total annual gross revenue of at least $1.07 billion or (iii) in which we are deemed to be a “large accelerated filer,” as defined in the Exchange Act, which means the market value of our common shares that are held by non-affiliates exceeds $700 million as of the last business day of the second financial quarter of such financial year; or if it occurs before any of the foregoing dates, the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.
We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our shareholders may be different than what you might receive from other public reporting companies in which you hold equity interests.
Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
Foreign Private Issuer
Upon the consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.
 
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We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not emerging growth companies and will continue to be permitted to follow our home country practice on such matters.
For additional information, see the section titled “Risk Factors—Risks Related to Our Common Shares, this Offering and our Status as a Public Company—We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common shares may be less attractive to investors” and “Risk Factors—Risks Related to Our Common Shares, this Offering and our Status as a Public Company—As a “foreign private issuer” under the rules and regulations of the SEC, we are not subject to U.S. proxy rules and are permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer.”
 
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THE OFFERING
Common shares offered by us
                shares.
Common shares to be outstanding immediately after this offering
                shares.
Option to purchase additional shares
The underwriters have been granted an option to purchase up to            additional common shares from the selling shareholder at any time within 30 days from the date of this prospectus to cover over-allotments.
Use of proceeds
We estimate that we will receive net proceeds of approximately $                million from the sale of our common shares in this offering, based on an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses.
We intend to use the net proceeds received by us from this offering, as follows:

to repay in full existing shareholder loans owed to certain entities of the WS Audiology Group, which have a weighted average interest rate of 5.8% and scheduled maturity dates ranging from August 5, 2021 to July 19, 2023;

to pay the outstanding consideration owed to the Parent and certain of its direct and indirect subsidiaries in connection with our acquisition of the hear.com group as described under “Corporate Reorganization.” This outstanding consideration will be represented by additional shareholder loans owed to the WS Audiology Group (to the extent not capitalized in connection with the Corporate Reorganization); and

the remainder for general corporate purposes, including to fund further growth and execution of our business strategy and acquisitions.
Any proceeds received by the selling shareholder in the event the underwriters exercise the option to purchase additional common shares from the selling shareholder will be received directly by the selling shareholder.
To the extent we raise more (less) proceeds in this offering than currently estimated, we expect less (more) of the additional shareholder loans to be capitalized in connection with the Corporate Reorganization and that the remainder amount to be used for general corporate purposes will not change.
Risk factors
See “Risk Factors” and the other information included in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our common shares.
Dividend policy
We currently do not intend to declare any dividends on our common shares in the foreseeable future. See “Dividend Policy.”
 
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Directed share program
At our request, the underwriters have reserved up to            common shares, or up to    % of the common shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain of our directors, employees and partner providers. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. The number of our common shares available for sale to the general public in this offering will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other common shares offered by this prospectus. Participants in the directed share program will not be subject to lock-up or market standoff restrictions with the underwriters or with us with respect to any common shares purchased through the directed share program, except in the case of common shares purchased by any of our directors or employees. For additional information, see “Underwriters—Directed Share Program.”
Nasdaq symbol
“HCG”
Except as otherwise indicated, all information in this prospectus:

assumes the Recapitalization is effected prior to the offering;

assumes the Corporate Reorganization is effected prior to this offering;

assumes no exercise by the underwriters of their option to purchase up to                 additional common shares from the selling shareholder;

assumes an initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover of this prospectus;

assumes the effectiveness of our amended articles of association (the “Articles of Association”) and our board rules (the “Board Rules”), the form of each of which is filed as an exhibit to the registration statement of which this prospectus is a part;

assumes the issuance of           common shares to certain members of management in connection with the MPP Exchange;

does not reflect                 common shares available for future issuance under our 2021 Equity Plans, including up to                common shares we expect to award to certain employees (or their professional service corporations) in connection with this offering; and

assumes the rate of exchange of U.S. dollars into euros of $1.00 equals €0.83, the exchange rate as of April 16, 2021.
A $1.00 increase (decrease) in the assumed initial public offering price referred to above shall modify the number of common shares to be received by certain members of our management in connection with the MPP Exchange resulting in an increase (decrease) to the number of common shares to be outstanding immediately after this offering by                 common shares.
 
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SUMMARY COMBINED FINANCIAL AND OPERATING DATA
The following tables summarize our combined financial and operating data for the periods and dates indicated. The combined statements of comprehensive loss data and cash flow data for the three months ended December 31, 2020 and 2019 and combined balance sheet data as of December 31, 2020 have been derived from our unaudited interim condensed combined financial statements included elsewhere in this prospectus. The combined statements of comprehensive loss data and cash flow data for the years ended September 30, 2020 and 2019 have been derived from our audited combined financial statements included elsewhere in this prospectus. Our unaudited interim condensed combined financial statements and our audited combined financial statements contain the financial information of audibene GmbH and its subsidiaries, as well as those of hear.com LLC (United States), Soundrise Hearing Solutions Private Limited (India) and Hear.com Korea Limited (South Korea), which are indirect subsidiaries of WS Audiology and are expected to be transferred, directly or indirectly, to hear.com N.V. prior to the completion of this offering in connection with the Corporate Reorganization. See “Corporate Reorganization.” Following the Corporate Reorganization, hear.com N.V. will become the parent company of the hear.com group and our financial statements will be prepared and reported as the consolidated financial statements of hear.com N.V. See “Presentation of Financial Information.” Our financial statements are prepared in accordance with IFRS as issued by the IASB. Our historical results are not necessarily indicative of the results that may be expected in the future.
The summary combined financial and operating data in this section is not intended to replace our audited combined financial statements and related notes or our unaudited interim condensed combined financial statements and related notes included elsewhere in this prospectus. The summary combined financial and operating data set forth below should be read in conjunction with “Presentation of Financial Information,” “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited combined financial statements included elsewhere in this prospectus.
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands)
Combined Statements of Comprehensive Loss Data:
Revenue
 151,090    119,668    45,655    34,482
Operating expenses
Cost of revenue, excluding depreciation and amortization
(73,427) (59,077) (19,860) (16,645)
Marketing and selling expenses
(78,865) (62,926) (24,487) (18,985)
General and administrative expenses
(10,096) (6,987) (4,158) (2,286)
Depreciation and amortization
(5,516) (3,526) (1,825) (1,257)
Other operating income, net
301 198 195 249
Loss from operations
(16,513) (12,650) (4,480) (4,442)
Interest income
1,124 205 456 193
Interest expenses
(7,153) (5,068) (1,774) (1,466)
Other financial income (expense), net
(439) 156 303 19
Loss before income taxes
(22,981) (17,357) (5,495) (5,696)
Income tax expense
(130) (41) (42) (17)
Net loss.
(23,111) (17,398) (5,537) (5,713)
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands)
Combined Statements of Cash Flow Data:
Net cash used in operating activities
   (16,661)    (9,596)     (3,519)     (5,989)
Net cash used in investing activities
(11,393) (5,177) (2,847) (1,836)
Net cash provided by financing activities
31,305 14,717 5,439 7,881
Effect of exchange rates on cash and cash equivalents
(60) (36) 36 (8)
Net increase (decrease) in cash and cash equivalents
3,191    (92) (891)    48
 
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As of December 31, 2020
Actual
As Adjusted
(in thousands)
Combined Balance Sheet Data:
Cash and cash equivalents
3,230     
Total assets
84,857
Total liabilities
178,163
of which, constitute liabilities to WS Audiology group companies
137,984
Total equity
(93,306)
The as adjusted combined balance sheet data gives effect to the issuance and sale by us of                 shares in this offering at the assumed initial offering price of $        per share, which is the midpoint of the pricing range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds thereof as described in “Use of Proceeds.”
The as adjusted combined balance sheet data are illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase our as adjusted cash and cash equivalents and total assets and would decrease our as adjusted total liabilities and total equity by €        million, assuming, in each case, the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the assumed underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 100,000 shares from the expected number of shares to be sold by us in this offering would increase (decrease) our as adjusted cash and cash equivalents, total assets, total liabilities and total equity by €        million, assuming, in each case, no change in the assumed initial public offering price per share, which is the midpoint of the price range set forth on the front cover of this prospectus.
Year Ended September 30,
Three Months Ended
December 31,
2020
2019
2020
2019
Pro Forma Per Share Data:
Basic and diluted loss per common share
                                   
Expected number of common shares outstanding
The pro forma basic and diluted loss per common share data gives effect to the consummation of the Corporate Reorganization and is based on                 common shares of the company expected to be outstanding immediately prior to the consummation of this offering. It is calculated by dividing in each case the net loss for the three months ended December 31, 2020 and 2019 and the years ended September 30, 2020 and 2019 by the expected number of common shares outstanding immediately prior to the consummation of this offering presented in the table above.
Pro forma basic loss per common share is the same as pro forma diluted loss per common share for the periods presented as the inclusion of the potentially dilutive common shares outstanding would have been antidilutive. The number of potentially dilutive common shares not included in the pro forma diluted loss per common share calculation is                .
This pro forma information is unaudited and is presented for informational purposes only. It is not necessarily indicative of what our results would have been had the Corporate Reorganization actually occurred at such date nor is it indicative of our future performance.
Key Performance Metrics
In addition to IFRS measures of performance, we review the following key performance metrics to assess our performance, make strategic and offering decisions and build our financial projections.
 
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As of or for the Year Ended
September 30,
2020
2019
Number of appointments(1)
291,000
218,000
Number of partner providers(1)
5,168
4,526
Number of appointments per partner provider(1)
56
48
Customer sales(2)
59,116
47,142
Conversion rate(1)
20.3%
21.6%
Total unit volume(2)
105,951
82,951
Average selling price(2)
€      1,426
€      1,443
(1)
We expect to only provide number of appointments, number of partner providers, number of appointments per partner provider and conversion rate data on an annual basis.
(2)
Figures reflect totals only. For a breakdown by region, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Metrics and Non-IFRS Measures.”
Number of Appointments
Number of appointments is defined as the total number of initial fitting appointments we make for our customers with our partner providers in any given period.
Number of Partner Providers
Number of partner providers is defined as the total number of clinics at the end of the relevant period with whom we have entered into contractual arrangements for the fitting of hearing aids that we sell to our customers.
Number of Appointments per Partner Provider
Number of appointments per partner provider is defined as the number of appointments in any given period divided by the number of partner providers at the end of that period.
Customer Sales
Customer sales is defined as the number of customer transactions or sales, net of returns, in any given period.
Conversion Rate
Conversion rate is defined as customer sales divided by the number of appointments in any given period, and the result multiplied by 100.
Total Unit Volume
Total unit volume is defined as the number of hearing aids sold, net of returns, in any given period.
Average Selling Price
Average selling price is defined as the average selling price of one hearing aid to a customer and it is calculated by dividing revenue by total unit volume for any given period.
For additional information on our key performance metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Metrics and Non-IFRS Measures.”
 
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Non-IFRS Measures
In addition to our financial results determined in accordance with IFRS, we believe that certain non-IFRS measures are useful in evaluating our operating performance. We use gross margin and EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. While not superior or an alternative to IFRS measures, we believe that these non-IFRS measures, when taken together with the corresponding IFRS measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
Gross Margin
Total gross margin
Total gross margin for a particular period is defined as revenue less cost of revenue, excluding depreciation and amortization, divided by revenue.
The following table presents the calculation of total gross margin.
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands, unless indicated otherwise)
Revenue
€      151,090
€      119,668
€      45,655
€      34,482
Cost of revenue, excluding depreciation and amortization(1)
(73,427)
(59,077)
(19,860)
(16,645)
Revenue less cost of revenue, excluding depreciation and amortization
77,663
60,591
25,795
17,837
Total gross margin
51.4%
50.6%
56.5%
51.7%
(1)
Cost of revenue, excluding depreciation and amortization for the three months ended December 31, 2020 and 2019 excludes depreciation of €5,000 and €4,000, respectively, and for the years ended September 30, 2020 and 2019 excludes depreciation of €18,000 and €28,000, respectively. Due to their immaterial amounts, for the purposes of deriving gross margin, we have not added back this depreciation to the cost of revenue, excluding depreciation and amortization.
Gross product margin
Gross product margin for a particular period is defined as revenue less cost of materials, divided by revenue.
The following table presents the calculation of gross product margin.
Year Ended
September 30,
Three Months Ended
December 31,
2020
2019
2020
2019
(in thousands, unless indicated otherwise)
Revenue
€      151,090
€      119,668
€      45,655
€      34,482
Less:
Cost of materials
(35,149)
(29,921)
(8,869)
(8,640)
Revenue less cost of materials
115,245
89,747
36,786
25,842
Gross product margin
76.7%
75.0%
80.6%
74.9%
We believe that total gross margin and gross product margin are useful to investors as they eliminate the impact of certain non-cash expenses and allow a direct comparison of these measures between periods without the impact of non-cash expenses and certain other nonrecurring operating expenses. For a discussion on our
 
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cost of revenue and gross margin, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations―Key Factors Affecting Our Performance―Cost of Revenue” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Three Months Ended December 31, 2020 versus Three Months Ended December 31, 2019 — Cost of Revenue, Excluding Depreciation and Amortization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Year Ended September 30, 2020 versus Year Ended September 30, 2019 — Cost of Revenue, Excluding Depreciation and Amortization.”
EBITDA
EBITDA for a particular period is defined as net profit or loss before interest expenses, interest income, other financial income (expenses), net, income taxes and depreciation and amortization.
The following table reconciles net loss to EBITDA for the periods presented.
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands)
Net loss
€      (23,111)
€      (17,398)
€      (5,537)
€      (5,713)
Interest expenses
7,153
5,068
1,774
1,466
Interest income
(1,124)
(205)
(456)
(193)
Other financial income (expense), net
439
(156)
(303)
(19)
Income taxes
130
41
42
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Depreciation and amortization
5,516
3,526
1,825
1,257
EBITDA
€      (10,997)
€      (9,124)
€      (2,655)
€      (3,185)
We believe that the use of EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. EBITDA should not be considered as an alternative to loss before income taxes, net loss or any other performance measures derived in accordance with IFRS.
Total gross margin, gross product margin and EBITDA are non-IFRS measures and are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Other companies, including companies in our industry, may calculate total gross margin, gross product margin and EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our total gross margin, gross product margin and EBITDA as tools for comparison. When evaluating our performance, you should consider total gross margin, gross product margin and EBITDA alongside other financial performance measures, including our revenue, net loss and other IFRS results.
 
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RISK FACTORS
Investing in our common shares involves a high degree of risk. You should carefully consider the following risk factors together with other information in this prospectus, including our combined financial statements and related notes included elsewhere in this prospectus, before deciding whether to invest in our common shares. The risks described below are not the only risks we face. Additional risks that we are unaware of or that we deem immaterial may also become important factors that could adversely affect our business. The occurrence of any of the events described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of our common shares may decline and you may lose all or part of your investment.
Risks Related to Our Limited Operating History and Early Stage of Growth
Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Our limited operating history and evolving business make it difficult to evaluate and assess the success of our business to date, our future prospects and the risks and challenges that we may encounter. These risks and challenges include our ability to:

attract new consumers to our platform and position our platform as an important way to make purchasing decisions for hearing care products and services;

retain our consumers and encourage them to continue to engage with us on purchasing hearing care products and services;

attract new and existing consumers to rapidly adopt new offerings on our platform;

attract and retain partner providers for our network, including audiologists, other hearing care professionals and fitting specialists;

comply with existing and new laws and regulations applicable to our business and in our industry;

anticipate and respond to macroeconomic changes, changes in pricing of hearing aids and industry pricing benchmarks and changes in the markets in which we operate;

react to challenges from existing and new competitors;

maintain and enhance the value of our reputation and brand;

effectively manage our growth;

hire, integrate and retain talented people at all levels of our organization;

maintain and improve the technology and security infrastructure underlying our platform, including our app and websites and related data protection and cybersecurity; and

successfully update our platform, develop and update our app, features, offerings and services to benefit our consumers and enhance the consumer experience.
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above and those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have limited historical audited financial data and our business continues to evolve and expand, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history, operated a more predictable business or operated in a less regulated industry. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolving business that operate in regulated and competitive industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.
 
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Our recent growth rates may not be sustainable or indicative of future growth and our results of operations may fluctuate significantly from period to period.
We have experienced significant growth since our founding in 2012. Revenue increased from €119.7 million for the year ended September 30, 2019 to €151.1 million for the year ended September 30, 2020, representing an increase of 26.3%, and from €23.0 million for the first quarter of the year ended September 30, 2019 to €45.7 million for the first quarter of the year ended September 30, 2021, representing an increase of 98.7% over the nine quarters ended December 31, 2020. Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We believe that our continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this “Risk Factors” section and the extent to which our various offerings grow and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our base of consumers may not continue to grow or may decline due to a variety of possible risks, including increased competition, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to continue our revenue growth or improve margins would have a material adverse effect on our business, financial condition and results of operations. You should not rely on our historical rate of revenue growth as an indication of our future performance.
Our results of operations vary and may fluctuate significantly from period to period.
Our quarterly and annual results of operations have historically varied from period to period and we expect that our results of operations will continue to do so for a variety of reasons, many of which are outside of our control and are difficult to predict. We have presented many of the factors that may cause our results of operations to fluctuate in this “Risk Factors” section, including the extent to which our various offerings, such as our teleaudiology offering, grow and contribute to our results of operations. The cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors should not rely on our past results as an indication of our future performance.
This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or results of operations fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our common shares could decline substantially. Such a share price decline could occur even when we have met any previously publicly stated guidance we may provide.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
Since 2012, we have experienced rapid growth in our business operations and the number of consumers that use our offerings, and we may continue to experience growth in the future. For example, the number of our full-time employees increased from 487 as of October 1, 2018 to 1,388 as of December 31, 2020. This growth has placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. Our ability to manage our growth effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Management of growth is more difficult as employees work from home as a result of the COVID-19 pandemic. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain consumer satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our platform and offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations.
 
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We have a history of net losses, and we may not achieve or maintain profitability in the future.
We have incurred net losses since inception. For the years ended September 30, 2020 and 2019, we incurred net losses of €23.1 million and €17.4 million, respectively. Since inception, we have spent significant funds on organizational and start-up activities, to recruit key managers and employees, to develop our hearing care products and services, to develop our platform and our customer support resources and for research and development. The net losses we incur may fluctuate significantly from quarter to quarter and may increase as a result of the COVID-19 pandemic.
Our long-term success is dependent upon our ability to successfully attract new customers to our platform and develop, commercialize and market our products and services, earn revenue, obtain additional capital when needed and, ultimately, to achieve profitable operations. We will need to generate significant additional revenue to achieve profitability. It is possible that we will not achieve profitability in the future or that, even if we do achieve profitability, we may not maintain or increase profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our common shares.
Risks Related to Our Business
We are exposed to risks related to conducting operations in many different jurisdictions and this could adversely affect our business and operating results.
We conduct our business operations in eleven countries across the world. Because of the international scope of our business activities, we are subject to a number of risks, many of which are beyond our control. We face complex, dynamic and varied risk landscapes in the jurisdictions in which we operate. As we enter countries and markets that are new to us, we must tailor our services and business models to the unique circumstances of such countries and markets, which can be complex, difficult and costly, and can divert management and personnel resources. In addition, we may face competition in other countries from companies that may have more experience with operations in such countries or with global operations in general. Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses, or our failure to adapt our practices, systems, processes and business models effectively to the user and supplier preferences of each country into which we expand, could slow our growth. Certain markets in which we operate have lower margins than more mature markets, which could have a negative impact on our overall margins as our revenues from these markets grow over time. In addition to the risks outlined elsewhere in this section, our international operations are subject to a number of other risks, including:

compliance with a variety of national and local laws of countries in which we conduct business, including those related to data privacy and security and healthcare;

restrictions on the repatriation of income or capital, deprivation of contract rights, expropriation, confiscatory taxation or other adverse tax policies or governmental actions;

changes in laws, regulations, and practices affecting the global hearing aid market and the healthcare system in general, including but not limited to protection of intellectual property rights, data privacy and security, imports, exports, quality, cost, pricing, reimbursement, approval, inspection and delivery of health care, and restrictions on the sale of hearing aids, including medical evaluation requirements;

changes in employment laws, wage increases, or rising inflation in the countries in which we or our partners and suppliers operate;

fluctuations in exchange rates for transactions conducted in currencies other than our functional currency;

adverse changes in the economies in which we, our manufacturers or suppliers operate as a result of a slowdown in overall growth, a change in government or economic policies, or financial, political or social change or instability in such countries that affects the markets in which we operate, particularly emerging markets;

differing local product preferences and product requirements;

supply disruptions, and increases in energy and transportation costs;
 
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natural disasters, including droughts, floods, and earthquakes or outbreaks of health pandemics or epidemics and contagious diseases in the countries in which we operate;

economic sanctions and restrictions on exports and other transfers of goods;

local disturbances, terrorist attacks, riots, social disruption or regional hostilities in the countries in which we or our partners and suppliers operate; and

governance uncertainty, including as a result of new or changed laws and regulations.
The occurrence of any of the above events could have a material adverse effect on our business, financial condition and results of operations.
We may be unsuccessful in achieving broad market education and changing consumer perception and purchasing habits.
Our success and future growth largely depend on our ability to increase consumer awareness of our platform and offerings, and on the willingness of consumers to utilize our platform to access information, products and services, including teleaudiology services. Also, the conversion of telephonic customer appointments with one of our team members into customer appointments with one of our partner providers in order to successfully complete the purchase of a hearing aid is critical to our business success. To effectively market our platform, we must educate consumers about the benefits of using our platform and attempt to remove common prejudices and misconceptions surrounding the use of hearing aids, such as notions about hearing aids being big and uncomfortable, inability of hearing aids to fix hearing problems, hearing aids being expensive and the use of hearing aids marking customers as old and unproductive. We focus our marketing and education efforts on consumers, but also aim to educate and inform our partner providers, fitting specialists and other participants that interact with consumers, including at the point of purchase. However, we cannot assure you that we will be successful in changing consumer perception, consumer purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are able to raise awareness among consumers, they may be slow in changing their perception and habits and may be hesitant to use our platform for a variety of reasons, including:

lack of experience with our company and platform, and concerns that we are relatively new to the industry;

perception that our platform does not provide adequate pricing information or only offers a limited selection of hearing aids and services;

concerns about the privacy and security of the data that consumers share with or through our platform;

competition and negative selling efforts from competitors, including competing platforms and price matching programs; and

perception regarding the time and complexity of using our platform.
If we fail to achieve broad market education of our platform and/or the options for purchasing our products and services, or if we are unsuccessful in changing consumer perception and purchasing habits, our business, financial condition and results of operations would be adversely affected.
We are deploying a new business model in an effort to innovate in a relatively mature industry. In order to successfully challenge incumbent business models and become profitable, we will need to continue to refine our product and strategy and combat other accompanying challenges.
Our business model is new to the hearing aid industry. If we are unable to reach our target consumer market through our online marketing, the estimated market size for our offering may be lower than we anticipate.
Delivery of hearing aids through a case-management model represents a change from the traditional channel and, as we make efforts to grow our consumer base, new consumers may be reluctant to accept this model or may not find it preferable to the traditional channel. In addition, consumers may not respond to our
 
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direct marketing campaigns, or we may be unsuccessful in reaching our target audience, particularly if we expand our sales efforts in jurisdictions where our advertising and distribution model may be more heavily regulated. If consumers prove unwilling to adopt our model as rapidly or in the numbers that we anticipate, our business, financial condition and results of operations could be materially harmed.
Also, given the novelty involved with the innovative business model we are pursuing, including “hearing as a service”, the sale of hearing aids on an installment basis and lease financing for hearing aids, it may be more difficult to accurately assess certain accounting metrics such as revenue and expense recognition. Any inaccuracies in calculating such accounting metrics may require a significant expenditure of time, attention and resources, especially by senior management, and could have a material adverse effect on our business, financial condition and results of operations.
Additionally, if we are unable to achieve our growth strategies as described in this prospectus, or as we develop them over time, it could have a material adverse effect on our business, financial condition and results of operations. For example, one of our growth strategies is to introduce a differentiated and lower cost over-the-counter retail model where we serve consumers with mild hearing loss in a more efficient and direct manner with fewer physical touchpoints. However, in certain countries where we operate, we may require the regulatory regime to change to allow us to execute this strategy. For example, in the United States, there is currently no over-the-counter hearing aid retail category because the FDA has not yet published regulations establishing a category of over-the-counter hearing aids. Under the FDA regulations, hearing aids are restricted devices and sales must follow federal and state requirements.
We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective manner.
Our success depends in part on our ability to cost-effectively attract and acquire new consumers, retain our existing consumers and encourage our consumers to continue to utilize our platform when making purchasing decisions for hearing care products and services. To expand our base of consumers, we must appeal to consumers who have historically used traditional outlets for hearing care, and who may be unaware of the possibility or benefits of using our platform that offers integrated hearing aid delivery covering expert consultations, high-quality fitting and a range of service options. We have made significant investments related to consumer acquisition and expect to continue to spend significant amounts to acquire additional consumers. For example, our marketing and selling expenses were 52.2% and 52.6% of our revenue for the years ended September 30, 2020 and 2019, respectively. We increased our marketing and selling expenses by €15.9 million in the year ended September 30, 2020 compared to the year ended September 30, 2019, and we expect to continue to invest in marketing and sales in the near term. We cannot assure you that this spending will be effective or that revenue from new consumers that we acquire will ultimately exceed the cost of acquiring those consumers. If we fail to deliver reliable and significant discounted prices for hearing care, we may be unable to acquire or retain consumers. If we are unable to acquire or retain consumers at a rate sufficient to grow our business, we may be unable to maintain the scale necessary for operational efficiency and to drive beneficial and self-reinforcing network effects across the broader hearing care ecosystem, including hearing aid manufacturers and suppliers, our partner providers and other participants. Consequently, we may not be able to present the same quality or range of solutions on our platform or otherwise, which may adversely impact consumer interest in our platform, in which case our business, financial condition and results of operations would be adversely affected.
We believe that our paid and non-paid marketing initiatives have been critical in promoting consumer awareness of our platform and offerings, which in turn has driven new consumer growth and increased the extent to which existing consumers have used our platform. Our paid marketing initiatives include the purchase of search advertising through search engines such as Bing, Google, Yahoo and Yelp, the use of large content websites such as national, regional and local news publications, use of social media such as Instagram, Facebook, Twitter, Google Plus and YouTube, and use of public relations channels such as content-based articles and advertorials, business articles and syndicated publicity through television and other means. If we are unable to cost-effectively market to consumers and drive traffic to our app and websites, our ability to acquire new consumers and our financial condition would be materially and adversely affected. Our non-paid advertising efforts include non-paid social media and e-mail marketing. Search engines frequently modify
 
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their search algorithms and these changes can cause our websites to receive less favorable placements, which could reduce the number of consumers who visit our websites. The costs associated with advertising through search engines can also vary significantly from period to period, and have generally increased over time. We may be unable to modify our strategies in response to any future search algorithm changes made by the search engines, which could require a change in the strategy we use to generate consumer traffic to our websites. In addition, our websites must comply with search engine guidelines and policies, which are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their indices. Although consumer traffic to our app is not reliant on search results, growth in mobile device usage may not decrease our overall reliance on search results if consumers use our mobile websites rather than our app or use search to initially find our app. In fact, growth in mobile device usage may exacerbate the risks associated with how and where our websites are displayed in search results because mobile device screens are smaller than desktop computer screens and therefore display fewer search results. The use of social media involves similar risks as described above, as marketing partners constantly change their algorithms and advertising formats. There may be increased competition for using social media channels to place advertising, potentially limiting our overall ability to place advertisements. The same applies to our use of so-called “native advertising”, which matches the form and function of the platform upon which it appears and thus the amount of advertising that we can place will depend on a multitude of factors that are beyond our control.
Additionally, our customers are likely to change their behavior in terms of the media they consume. We may struggle to adapt quickly to changing user behavior and identify new media channels too late or not at all.
In addition, we actively encourage new and existing consumers to use our app to access our platform. We believe that our app helps to facilitate increased consumer retention. While we have invested and will continue to invest in the development of our app to improve consumer utilization, there can be no assurance that our efforts to drive adoption and use of our app will be effective.
Our consumer education, acquisition and retention initiatives can be expensive and may be ineffective in driving consumer education or interest in our platform. Further, if new or existing consumers do not perceive that the prices presented through our platform are reliable or meaningful, or if we fail to offer new and relevant offerings and application features, we may not be able to attract or retain consumers or increase the extent to which they use our platform and applications for other or future purchases. If we fail to continue to grow our base of consumers, retain existing consumers or increase consumer engagement, our business, financial condition and results of operations would be adversely affected.
Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations, and could result in significant liability or reputational harm.
Numerous federal, state and international laws and regulations govern the collection, use, disclosure, storage, processing, transmission, retention, sharing, security and destruction of consumer data, particularly in the context of online advertising, and personal information, including individually identifiable health information. We also rely on a variety of marketing techniques, including email, text messaging, and social media marketing and postal mailings, and we are subject to various laws and regulations that govern such marketing and advertising practices. Laws and regulations relating to privacy, data protection, marketing and advertising, and consumer protection are evolving and are subject to frequent change and potentially differing interpretations. These requirements may be interpreted and applied in a manner that varies from one jurisdiction to another and/or may conflict with each other or other laws or regulations. Any failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy and data security policies or national, federal or state privacy, data security or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, contractual requirements or other legal obligations relating to privacy, data protection, data security or consumer protection, could adversely affect our reputation, brand and business, and may result in claims, proceedings, investigations, or actions against us by governmental entities, consumers, hearing care professionals, suppliers or others. These proceedings may result in financial
 
24

 
liabilities, may subject us to consent decrees or resolution agreements and monitoring and may require us to change our operations, including ceasing the use or sharing of certain data sets. Any such claims, proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings, investigations, or actions, distract our management, increase our costs of doing business, result in a loss of consumers, suppliers, and contracts with our partner providers and others and result in the imposition of monetary penalties or other liabilities, and may require us to take particular actions with respect to training, policies and procedures, contracts, and risk analyses. Further we are contractually required to indemnify and hold harmless certain third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any potential breach or security incident could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, remediation offered to employees, contractors, hearing care professionals, and customers in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claims expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a breach or security incident. In addition, we might not continue to be able to obtain adequate insurance coverage at an acceptable cost.
Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. Federal, state and foreign governments have enacted, and may in the future enact legislation or regulations impacting the ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Certain types of information collected and tracked with cookies and comparable tracking technologies qualify as personal information under data privacy laws. If we fail to implement appropriate measures with respect to cookies or electronic tracking tools, we may be subject to enforcement action, for example, under the ePrivacy Directive, and, to the extent such information is collected and tracked with cookies and comparable tracking technologies qualify as personal information under applicable law, such enforcement actions would include those available under applicable privacy laws, such as those available under the General Data Protection Regulation (“GDPR”). Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targeted advertising and/or means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the decreased effectiveness or use of third-party cookies and other methods of online tracking, targeting or re-targeting. The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms and consequently, materially and adversely affect our business, financial condition and results of operations.
We are subject to HIPAA, which requires us to protect the privacy, security, and confidentiality of the protected health information, or PHI, that we collect, disseminate, maintain and use. HIPAA applies national privacy and security standards for PHI to covered entities, including certain types of health care providers and their service providers that access PHI, known as business associates. HIPAA requires us to develop and maintain policies and procedures governing PHI that is used or disclosed, and to implement administrative, physical and technical safeguards to protect PHI, including PHI maintained, used and disclosed in electronic form. These safeguards include employee training, identifying business associates with whom covered entities need to enter into HIPAA-compliant contractual arrangements and various other measures. HIPAA also implemented the use of standard transaction code sets and standard identifiers for submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims. Ongoing implementation and oversight of these measures involves significant time, effort and expense and we may have to dedicate additional time and resources to ensure compliance with HIPAA requirements. While we undertake substantial efforts to secure the PHI, confidential information and other data subject to privacy laws that we maintain, use and disclose in electronic form, a cyber-attack or other
 
25

 
intrusion that bypasses our information security systems causing an information security breach, loss of PHI, confidential information, or other data subject to privacy laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with potentially substantial fines and penalties.
HIPAA also established enforcement mechanisms for failure to comply with specific standards relating to the privacy, security and electronic transmission of PHI. Violations of HIPAA may result in civil or criminal penalties, including a tiered system of civil monetary penalties that range from $119 to $59,522 per violation, with a maximum civil penalty of $1,785,651 for violations of the same standard in a single calendar year (as of 2020, and subject to periodic adjustments for inflation). These penalties are required to be adjusted for inflation. However, a single breach incident can result in violations of multiple standards and penalties well in excess of $1,785,651. State attorneys general may bring civil actions on behalf of state residents seeking either an injunction or damages in response to violations of HIPAA privacy and security regulations. If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed. Courts can award damages, costs, and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for HIPAA violations, its standards have been used as the basis for a duty of care in state civil suits such as those for negligence or recklessness in the handling, misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects.
In addition, HIPAA mandates that the Secretary of the U.S. Department of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA covered entities and business associates. It also tasks HHS with establishing a methodology whereby harmed individuals who were victims of breaches of unsecured PHI may receive a percentage of the civil monetary penalty fine or settlement paid by the violator.
HIPAA mandates individual notification in instances of breaches of PHI and specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach”, though many state breach notification laws require notifications to be provided sooner. If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public website. Breaches affecting 500 individuals or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. Any notifications, including notifications to the public, could harm our business, financial condition, results of operations, and prospects.
HIPAA also provides penalties for HIPAA violations, and grants enforcement authority to states’ attorneys general in addition to the HHS Office for Civil Rights. We may also be directly or independently liable for privacy and security breaches and failures of our subcontractors. We have limited control over the actions and practices of our subcontractors. A breach of privacy or security of individually identifiable health information by a subcontractor or other entity operating on our behalf may result in an enforcement action, including criminal and civil liability, against us or litigation by a covered entity with whom we have a contractual relationship.
Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of individually identifiable information and PHI as well as employee personal information, including state medical privacy laws, state social security number protection laws, and federal and state consumer protection laws. These various laws in many cases are not preempted by HIPAA and may be subject to varying interpretations by the courts and government agencies, creating complex compliance issues for us, audiologists and other hearing care professionals with whom we contract or employ and our customers and potentially exposing us to additional expense, adverse publicity and liability, any of which could adversely affect our business, operating results and financial condition.
In addition, various federal, state and international legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection, and advertising. Such new laws and regulations, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a
 
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significant effect on the manner in which we must handle PHI and health data, and the cost of complying with such laws and regulations could be significant and could include providing enhanced data security infrastructure. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions, as well as reputational harm.
In June 2018, California enacted the California Consumer Privacy Act of 2018, or the CCPA, which became effective on January 1, 2020. The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. For example, the CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. Failure to comply with the CCPA may result in attorney general enforcement action and damage to our reputation. The CCPA provides for civil penalties of $2,500 per violation and $7,500 per violation for willful violations, as well as a private right of action for data breaches of certain consumer data, which may increase data breach litigation. The CCPA may increase our compliance costs and potential liability for collecting, storing and processing personal information. Additionally, a new California ballot initiative, the California Privacy Rights Act, was approved by California voters on November 3, 2020, and this will impose additional data protection obligations on companies doing business in California, including additional consumer rights and expanded opt outs for certain uses of sensitive data. It would also create a new California data protection agency specifically tasked to enforce the law, which may result in increased regulatory scrutiny of businesses that collect and process personal information of California residents. Further, many additional privacy laws have been proposed or enacted at the federal level and in other states. For instance, the state of Nevada recently enacted a law that went into force on October 1, 2019 and requires companies to honor consumers’ requests to no longer sell their data. Violators may be subject to injunctions and civil penalties of up to $5,000 per violation. In addition, the state of Virginia also enacted a new comprehensive privacy law on March 2, 2021, the Virginia Consumer Data Protection Act, which will come into effect on January 1, 2023.
With laws and regulations such as GDPR, HIPAA, the CCPA, and the CPRA imposing relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations to our business, we may face challenges in addressing their requirements and making necessary changes to our policies, practices and agreements, and may incur significant costs and expenses in an effort to do so. For example, the increased consumer control over the sharing of their personal information under the CCPA may affect our customers’ ability to share such personal information with us or may require us to delete or remove consumer information from our records or data sets, which may create considerable costs or loss of revenue for our organization.
Additionally, the interpretations of existing United States federal and state consumer protection laws relating to online collection, use, storage, dissemination, and security of health related and other personal information adopted by the FTC, state attorneys general, private plaintiffs, and courts have evolved, and may continue to evolve, over time. Consumer protection and other laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal information. If such information that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. If we are investigated by the FTC for our privacy, security or other practices, we may face litigation or agree to settlements that can include monetary remedies and/or compliance requirements that may impose significant and material cost and resource burdens on us, require certain aspects of our operations to be overseen by an independent monitor, and/or limit or eliminate our ability to use certain targeting marketing strategies or work with certain third-party vendors. Any of these events could adversely affect our ability to operate our business and our financial results.
The European Union adopted the General Data Protection Regulation (“GDPR”), effective May 2018, which imposes significant fines and sanctions for violations of the GDPR and is applicable to all companies
 
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processing data of European Union residents, including us. The GDPR has resulted and will continue to result in significant compliance burdens and costs for companies with customers, users, or operations in the European Union. The GDPR introduced more stringent requirements, including strict rules for the collection and processing of health data and biometric data (which will continue to be interpreted through guidance and decisions over the coming years) and for organizations such as ours that control or process personal information. The European Union’s ePrivacy Directive further addresses topics such as unsolicited marketing and cookies. We rely on the transfer of certain personal information from the European Union to the United States in the ordinary course of our business. The Court of Justice of the European Union’s (“CJEU’s”) decision of July 16, 2020 in the Schrems II matter, which invalidated the European Union-United States Privacy Shield Framework, may impact our ability to transfer personal data from Europe to the United States and other jurisdictions. While this decision did not invalidate standard contractual clauses, a mechanism we currently rely on for making cross-border data transfers in compliance with the GDPR, it did call their validity into question under certain circumstances, making data transfers between the European Union and United States more uncertain. The European regime also includes directives which, among other things, require EU member states to regulate marketing by electronic means and the use of web cookies and other tracking technology. EU member states have transposed the requirements of these directives into its own national data privacy regime, and therefore the laws may differ between jurisdictions. These are also under reform and are expected to be replaced by a regulation that should provide more consistent requirements across the EU. If our privacy or data security measures fail to comply with applicable current or future laws and regulations, we may be subject to litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data or our marketing practices. For example, under the GDPR we may be subject to fines of up to €20 million or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is higher). We may also be subject to other liabilities, as well as negative publicity and a potential loss of business, business partners, consumer trust and market confidence.
We are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (PCI DSS), a security standard applicable to companies that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. Any failure to comply with the PCI DSS may violate payment card association operating rules, federal and state laws and regulations, and the terms of our contracts with payment processors and merchant banks. Such failure to comply may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments. In addition, there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of data pertaining to credit and debit cards, credit and debit card holders and credit and debit card transactions.
We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and retain well-qualified employees, or if former key employees compete in the hearing care space, our business could be harmed.
Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for such positions is competitive. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.
Also, although our employees are generally subject to agreements restricting them from engaging in competitive business practices for one year following their employment with us, we may not learn of, or we may be unsuccessful in preventing, employees from leaving our company and engaging in business practices in the hearing care space that our competitive to ours within one year of the termination of their employment or thereafter. Moreover, in certain jurisdictions in which we operate, non-competition and other restrictive covenants may be limited in their enforceability.
 
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If we fail to retain talented senior management and other key personnel, if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees or if our former employees engage in competitive practices in the hearing care space, our business, financial condition and results of operations may be materially adversely affected.
Failure to maintain our corporate culture or damage to our reputation could have a material adverse effect on our business.
The success of our business is largely dependent upon the dynamic, entrepreneurial culture that we foster among our predominantly young, highly-motivated team, which we believe promotes innovation, creativity and teamwork. This culture is often manifested through team meetings or social gatherings focused on the celebration of our achievements. As we expand our geographical footprint and increase our headcount, and as we endeavor to adapt our corporate culture and work environments to changing circumstances during times of a natural disaster or pandemic (including the ongoing COVID-19 pandemic), we will need to maintain our corporate culture among a larger number of employees dispersed in various geographic regions. Any failure to maintain the cohesiveness of our culture could impact our ability to foster the innovation, creativity and entrepreneurial spirit we believe we need to support our growth, which in turn could negatively affect our business, reduce our ability to retain and recruit personnel and lead to the failure to achieve our vision and implement our strategy.
Also, while we strive to create a culture in which our colleagues act with integrity and respect, any acts of misconduct by any employee, including senior management, could erode trust and confidence and damage our reputation among existing and potential customers and other stakeholders. Negative public opinion could result from actual or alleged conduct by us or those currently or formerly associated with us in any number of activities or circumstances, including inappropriate or offensive conduct during social gatherings, employment-related offenses such as sexual harassment and discrimination, and from actions taken by others in response to such conduct. Any damage to our reputation could affect the confidence of our customers, shareholders and the other parties in a wide range of transactions that are important to our business and could have a material adverse effect on our business, financial condition and results of operations.
Increasing competition as a result of specialty retailers, new entrants to the direct-to-consumer and over-the-counter hearing care markets and vertical integration of manufacturers, and competition from non-specialty retailers and low cost providers, could result in a decline in demand for our offering.
The market for hearing aids is competitive in terms of pricing, product quality, product innovation, time-to-market and customer service. The global distribution of hearing aids is highly fragmented and may be affected by competitive practices designed to capture market share. Our main competitors are specialty retailers, including retail shops owned by hearing aid manufacturers, and non-specialty retailers such as optical chains, pharmacies and convenience stores, which may have significant resources or a strong financial profile that may enable them to exploit changes in the industry on a cost-competitive basis. We may also face increased competition from large hearing aid manufacturers entering the direct-to-consumer and over-the-counter retail markets for hearing aids. The five largest global manufacturers of hearing aids have considerable retail operations. Their retail experience, coupled with their significant resources and their ability to expand into new or adjacent markets, may result in them entering the direct-to-consumer and over-the-counter retail markets for hearing aids. We operate in the direct-to-consumer online retail market for hearing aids. An increasing presence of large hearing aids manufacturers, who have the potential to provide better pricing than us, may result in a decrease in demand for our offering and, consequently, a decrease in our profitability. The WS Audiology Group, our majority shareholder, is one of these five largest global manufacturers of hearing aids and also our largest supplier of hearing aids. To the extent they become active in these markets, we may face heightened risk of competition from them as described below under “— We are controlled by the WS Audiology Group, whose business interests may not always align with our business interests.” In the future, we may also face increased competition from ultra-low-cost providers such as those operating in the consumer electronics industry.
We are exposed to the risk of vertical integration of hearing aid manufacturers, in terms of availability of supplier partners, which could cause an increase in sector concentration and competition. We may also face
 
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increased competition from new participants entering the market, such as additional non-specialty retailers that may use their existing stores as distribution channels, hearing aid manufacturers or other online participants. The risk that new participants may enter the market could also be exacerbated if, as a consequence of regulatory changes, the qualifications required for store personnel to sell hearing aids become less stringent or professions like hearing care professionals become more accessible. Moreover, new market participants also increase the risk of greater price pressure. Price pressure may result in a decline in our profit margins.
We may be unable to compete with these or other competitors, and one or more of such competitors may render our hearing care offerings economically unattractive. Increased competition may result in price reductions, reduced gross margins and loss of market share. There can be no assurance that we will be able to compete successfully against our current or future competitors or that competitive pressures will not have a material adverse effect on our business, financial condition and results of operations.
A decline in market share or our profits could have a material adverse effect on our business, financial condition and results of operations.
We are indirectly controlled by WS Audiology, and the business interests of the WS Audiology Group may not always align with our business interests.
We are indirectly controlled by WS Audiology and the WS Audiology Group is one of the largest manufacturers of hearing aids in the world with a significant retail presence. They are also our largest supplier of hearing aids. Their years of industry experience, considerable resources and expertise in all aspects of hearing care, including manufacturing, innovation, retail and marketing, positions them to compete directly with us in many respects. They are a notable participant in the managed care market for hearing aids and are well-positioned to enter the direct-to-consumer retail markets for hearing aids. The direct-to-consumer market forms part of our existing and future addressable markets. The WS Audiology Group’s size and scale allows them to offer products and services at prices significantly more competitive than what we may be able to offer. It also gives them the ability to reach a large consumer base across the world. Their ability to offer competitive value and potentially reach large sections of the consumer base that we may also be targeting, may cause us to offer our services at lower prices and may result in lower sales volumes for us, all of which could have a material adverse effect on our business, financial condition and results of operations. Additionally, in the future, we may face competition from them in winning certain key business accounts, which may have the ability to make significant contributions to our revenue and profitability. If we lose such business opportunities to the WS Audiology Group, that could also have a material adverse effect on our business, financial condition and results of operations.
In certain countries where we operate, such as the United States, Canada and the Netherlands, our partner provider network includes a large number of clinics owned and/or operated by the WS Audiology Group. The quality of our partner provider network, and our integral relationship with them, is a key driver of our business success. Accordingly, maintaining and growing these relationships is an area of immense focus for us. We cannot assure you that, if the WS Audiology Group becomes our direct competitor, we will be able to maintain the relationships we have established over time with the partner providers owned and/or operated by them. Our network of partner providers has been built over several years and involved significant investment. If we lose a notable portion of our partner providers at one time, or gradually over time, due to competing interests that may develop in the future with the WS Audiology Group, we cannot assure you that we will be able to recreate an equally effective partner provider network. If we fail to do so, that could have a material adverse effect on our business, financial condition and results of operations.
If our hearing care offerings fail to maintain the satisfaction of the hearing care community or if hearing care professionals develop an unfavorable perception of our business model, our partner providers may discontinue working with us in favor of a traditional approach or choose to work with our competitors.
Our relationships with our current and future hearing care professionals are critical to the growth and ongoing success of our business. If our hearing care offerings fail to maintain the satisfaction of the hearing care community or if hearing care professionals develop an unfavorable perception of our increasing market power and broad market approach, our partner providers may discontinue working with us in favor of a
 
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traditional approach or choose to work with other providers of hearing care. If our hearing care professionals are not satisfied with our hearing care offerings for any reason, including dissatisfaction with the quality of our service, an unfavorable perception of our business model or competing offers from other hearing care providers, our hearing care professionals may discontinue working with us, which could result in a decrease in customer accessibility and a reduction of our geographical footprint. In addition, dissatisfaction of our hearing care professionals with us for any reason could negatively affect our ability to expand our network to include additional hearing care professionals. A discontinuation of a significant number of our hearing care professionals’ relationship with us or an inability to expand our network of partner providers could have a material adverse effect on our business, financial condition and results of operations.
We may experience capacity constraints in our partner provider network.
The success of our business depends on our network of partner providers’ ability to meet the demand of an increasing customer base. We may experience capacity constraints in our network of partner providers as we continue to grow our business and refer an increasing number of customers to our partner providers for appointments. Our partner providers may face certain limits on their ability to take on new customers, including escalating capacity constraints due to the increasing hearing care needs of the “baby boomer” generation. If we are unable to successfully expand our network of partner providers, or if our existing partner providers are unable to meet an increased demand in customers, our ability to grow our business and serve more customers could be materially and adversely affected. The inability of the hearing care professionals within our partner provider network to meet this demand could have a material adverse effect on our business, financial condition and results of operations.
Future litigation could have a material adverse effect on our business and results of operations.
From time to time, we may become involved in various litigation matters and claims, including employment matters, regulatory proceedings, administrative proceedings, governmental investigations, and contract disputes. We may face potential claims or liability for, among other things, breach of contract, defamation, libel, fraud, or negligence. We may also face employment-related litigation, including claims of age discrimination, sexual harassment, gender discrimination, immigration violations, or other local, state, and federal labor law violations in the United States and other jurisdictions in which we operate. Such lawsuits and other administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and other legal proceedings may be time consuming to defend or prosecute and may require a commitment of management and personnel resources that will be diverted from our normal business operations. Although we generally maintain insurance to mitigate certain costs, there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition and results of operations could be adversely affected if a judgment, settlement penalty or fine is not fully covered by insurance. Any such litigation or other proceedings could also have a material adverse effect on our reputation, brand identity and the trading price of our securities.
Accelerated consolidation and formation of purchasing groups increases the pricing pressure on hearing aids.
Many purchasing groups, such as audiology clinics, retailers and hospital systems, are consolidating to create new entities with greater market power. Such groups, such as Costco in the United States, have used and may continue to use their increased purchasing power to negotiate price reductions or other concessions across our industry. This pricing leverage has resulted, and will likely continue to result, in downward pressure on the average selling prices of hearing aid products generally in the United States, including with respect to the products we offer. Changes in the roles of industry participants and in general pricing structures, as well as price competition among industry participants, could have an adverse impact on our business, financial condition and results of operations.
 
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We have offered and will continue to offer our customers payment plans in certain jurisdictions and may experience deteriorating payment behavior in future.
Because the purchase of hearing aids often results in a substantial out of pocket expense for our customers, in the United States and other countries, we offer our customers payment plans for our products. Our payment plans typically allow customers to pay for their hearing aid in multiple monthly installments. Historically, we entered into contracts for such payment plans with our customers directly after which we assigned a portion of the receivables from these contracts to certain of our receivables financing lenders and retained the remaining portion on our balance sheet, while the servicing and collections on these contracts were handled by third parties. In relation to the portion of the receivables from these contracts that we retained on our balance sheet, we recognized €5.4 million in bad debt charges for the year ended September 30, 2020 to cover for expected credit losses. However, we cannot assure you that this amount will be sufficient to cover credit losses that may arise from these contracts in the future.
A deterioration in collection rates could impact our third-party financing relationships and the profitability of our business and create additional costs on top of the provision rates we currently assume. A deterioration in customer payment behavior may also adversely impact the terms of the receivables financing facilities that we use for our working capital funding.
At present, we work with third-party lenders both for the funding and the administration of these payments plans. If we fail to maintain or extend our relationships with these lenders, our cash flow would be adversely affected and operational collection procedures might suffer.
Our failure to successfully anticipate product returns may have a material adverse effect on our business, financial condition and results of operations.
Our net losses are affected by changes in reserves to account for product returns and product credits. The reserve for product returns accounts for customer returns of our products after purchase. We record a reserve for product returns based on historical return trends together with current product sales performance in each reporting period. If actual returns are greater than those projected and reserved for by management, additional sales returns may be recorded in the future. Further, the introduction of new products, changes in product mix, changes in consumer confidence or other competitive and general economic conditions may cause actual returns to differ from product return reserves. Any significant increase in product returns that exceeds our reserves could have a material adverse effect on our business, financial condition and results of operations.
Formation of workers’ councils could disrupt operations, increase labor costs and hinder the pace of innovation.
While across the globe most of our employees are not represented by labor unions or workers’ councils, our employees may form labor unions or workers’ councils and, as our business expands globally, we may be subject to new labor-related requirements that may impose additional requirements or costs on our business. As is the case with any negotiation, we may not be able to negotiate or renew acceptable collective bargaining agreements in such cases, which could result in strikes or work stoppages by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. In addition, negotiations with labor unions and/or workers’ councils could hinder the pace of innovation by diverting management’s attention away from discovering and implementing the type of innovative strategies that we believe are crucial to the success of our business. A disruption in operations, higher ongoing labor costs or a hindrance to the pace of innovation could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, if we become subject to oversight by workers’ councils, we may be required to consult with such workers’ council with respect to certain decisions and to provide specific information and records upon request. Any failure to engage with or provide information a workers’ council could result in actual or threatened legal challenges or proceedings. Additionally, consultation with and/or obtaining approvals from workers’ councils may involve additional expense and unanticipated delays, particularly if we are required to make changes to accommodate feedback and recommendations from such workers’ councils. If consultations
 
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with a workers’ council does not yield a desired result, or if a workers’ council withholds or delays its approvals, we may be unable to execute key transactions in a timely fashion at all, which may impede our ability to execute our growth strategy and/or have a material adverse effect on our business, financial condition and results of operations.
Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.
Our management team has limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws and regulations pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which would adversely impact our business operations.
We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.
We base our current and future expense levels on our operating forecasts and estimates of future income. Income and results of operations are difficult to forecast because they generally depend on the number and timing of our consumers using our platform or using the services provided by our teleaudiology platform, which are uncertain. Additionally, our business is affected by general economic and business conditions around the world, including the impact of the COVID-19 pandemic. A softening in income, whether caused by changes in consumer preferences or a weakening in global economies, may result in decreased revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could result in lower net income or greater net loss in a given quarter than expected.
Negative media coverage could adversely affect our business.
Unfavorable publicity regarding, for example, the healthcare industry, the hearing care industry, telehealth and teleaudiology services, litigation or regulatory activity, the actions of the entities included or otherwise involved in our platform, negative perceptions of products and services available on our platform, pricing structures in place amongst the industry participants, our data privacy or data security practices, our platform or our revenue could materially adversely affect our reputation. Such negative publicity also could have an adverse effect on our ability to attract and retain consumers, partners, or employees, and result in decreased revenue, which would materially adversely affect our business, financial condition and results of operations.
We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common shares.
We intend to continue to make investments to support our business growth and may require additional capital to fund and support our business, to respond to competitive challenges or take advantage of strategic opportunities. Accordingly, we may require additional capital from equity or debt financing in the future and may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility, including our ability to issue or repurchase equity, develop new or enhanced existing offerings, complete acquisitions or otherwise take advantage of business opportunities. If we raise additional funds or finance acquisitions through further issuances of equity, convertible debt securities or other securities convertible into equity, you and our other shareholders could suffer significant dilution in your percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common shares. If we raise additional funds through debt financing, such financing could impose restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, including as a result of the disruption to the capital and debt markets caused by the COVID-19 pandemic or a similar pandemic, our ability to grow or support our business and to respond to business challenges could be significantly limited.
 
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Alternative technologies or therapies that improve or cure hearing loss could adversely affect our business, financial condition and results of operations.
If medical research were to lead to the discovery of alternative therapies or technologies that improve or cure the various forms of hearing loss as an alternative to the hearing aid, such as by surgical techniques, the use of pharmaceuticals or breakthrough bio-technological innovations or therapies, our profitability could suffer through a reduction in sales. The discovery of a cure for the various forms of hearing loss and the development of other alternatives to hearing aids could result in decreased demand for our products and, accordingly, could have a material adverse effect on our business, financial condition and results of operations.
The teleaudiology market is immature and volatile, and if it does not develop, or if it develops more slowly than we expect, the growth of our business will be harmed.
The teleaudiology market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. The success of our teleaudiology offering will depend to a substantial extent on the willingness of our consumers to use, and to increase the frequency and extent of their utilization of, our platform, as well as on our ability to demonstrate the value of teleaudiology to future partners, health plans, government agencies and other participants in the hearing care market. If any of these events do not occur or do not occur quickly, it could have a material adverse effect on our business, financial condition and results of operations.
Our teleaudiology offering depends in part on our ability to maintain and expand a network of skilled hearing care professionals.
The success of our teleaudiology offering depends in part on our continued ability to maintain a network of skilled, licensed and qualified hearing care professionals. We may not have access to a sufficient number of qualified hearing care professionals required to provide hearing care through our teleaudiology solution or a sufficient number of credentialed hearing care professionals to serve our customers in certain locations. We may also face competition in the market that may prevent us from recruiting or retaining qualified professionals and other service providers for our teleaudiology services. As a result, the growth of our teleaudiology offering could be negatively impacted, which would have a material adverse effect on our business, financial condition and results of operations.
A pandemic, epidemic or outbreak of an infectious disease, including the outbreak of the novel strain of coronavirus disease, could impact our business.
In December 2019, a novel strain of coronavirus, SARS-CoV-2, was identified in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease, COVID-19, has spread to almost every country in the world and all 50 states within the United States. Global health concerns relating to the outbreak of COVID-19 have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. In particular for our business, governmental authorities have also recommended, and in certain cases, required, that elective or other medical appointments be suspended or cancelled to avoid non-essential patient exposure to medical environments and potential infection. These and other measures, including the temporary closure of partner provider stores in some of the countries in which we operate, have not only negatively impacted consumer spending and business spending habits, they have adversely impacted and may further impact our workforce and operations and the operations of healthcare professionals, our partner providers, consumers and other participants. Although certain of these measures have eased in some geographic regions, overall measures to contain the COVID-19 outbreak may remain in place for a significant period of time or be reintroduced, and certain geographic regions are experiencing a resurgence of SARS-CoV-2 infections. The duration and severity of this pandemic is unknown and the extent of the business disruption and financial impact depend on factors beyond our knowledge and control.
Given the uncertainty around the duration and extent of the COVID-19 pandemic, we expect the evolving COVID-19 pandemic to continue to impact our business, financial condition, results of operations and
 
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liquidity, but cannot accurately predict at this time the future potential impact on our business, financial condition, results of operations or liquidity. Various government measures, community self-isolation practices and shelter-in-place requirements, as well as the perceived need by individuals to continue such practices to avoid infection, have generally reduced the extent to which consumers visit our partner providers in-person and seek treatment for their hearing conditions or ailments. In addition, many of our partner providers and fitting specialists have reduced staffing, closed locations or otherwise limited operations, and many of them have had to, and may continue to, reduce or postpone appointments with our customers. Any decrease in the number of consumers seeking hearing aid care could negatively impact demand for and use of certain of our offerings, which would have an adverse effect on our business, financial condition and results of operations.
Conversely, pandemics, epidemics and outbreaks may significantly and temporarily increase demand for our digital offerings in general, and especially our teleaudiology offering. The COVID-19 pandemic has significantly accelerated the awareness and use of our teleaudiology offering. While we have experienced a significant increase in demand for the teleaudiology offering, there can be no assurance that the levels of interest, demand and use of our teleaudiology offering will continue at current levels or will not decrease during or after the pandemic. Any such decrease could have an adverse effect on our growth and the success of our teleaudiology offering.
The spread of SARS-CoV-2 has also caused us to modify our business practices (including employee travel, employee work locations, and the cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, consumers and partners. For example, we have implemented work-from-home measures, which have required us to provide technical support to our employees to enable them to connect to our systems from their homes. In addition, the COVID-19 pandemic and the determination of appropriate measures and business practices has diverted management’s time and attention. If our employees are not able to effectively work from home, or if our employees are diagnosed with COVID-19 or another contagious disease, we may experience a decrease in productivity and operational efficiency, which would negatively impact our business, financial condition and results of operations. There is also no certainty that the measures we have taken to mitigate the impact of the COVID-19 pandemic on our business will be sufficient or otherwise be satisfactory to government authorities. Further, because most of our employees are working remotely in connection with the COVID-19 pandemic, we may experience an increased risk of security breaches, loss of data, and other disruptions as a result of accessing sensitive information from remote locations.
While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.
The full extent to which the outbreak of COVID-19 will impact our business, results of operations and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
To the extent the COVID-19 pandemic adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect proprietary data on consumer behavior.
Consumers may become increasingly resistant to the collection, use and sharing of information online, including information used to deliver and optimize advertising, and take steps to prevent such collection, use
 
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and sharing of information. For example, consumer complaints and/or lawsuits regarding online advertising or the use of cookies or other tracking technologies in general and our practices specifically could adversely impact our business.
Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either deleting or disabling cookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their browsers, which instructs participating entities not to use certain data about consumers’ online activity for the delivery of targeted advertising, or by downloading browser plug-ins and other tools that can be set to: identify cookies and other tracking technologies used on websites; prevent websites from placing third-party cookies and other tracking technologies on the consumer’s browser; or block the delivery of online advertisements on apps and websites.
Various software tools and applications have been developed that can block advertisements from a consumer’s screen or allow consumers to shift the location in which advertising appears on webpages or opt out of display, search and internet-based advertising entirely. In particular, Apple’s mobile operating system permits these technologies to work in its mobile Safari browser. In addition, changes in device and software features could make it easier for internet users to prevent the placement of cookies or to block other tracking technologies. In particular, the default settings of consumer devices and software may be set to prevent the placement of cookies unless the user actively elects to allow them. For example, Apple’s Safari browser currently has a default setting under which third-party cookies are not accepted and users must activate a browser setting to enable cookies to be set, and Apple has announced that its new mobile operating system will require consumers to opt in to the use of Apple’s resettable device identifier for advertising purposes. Various industry participants have worked to develop and finalize standards relating to a mechanism in which consumers choose whether to allow the tracking of their online search and browsing activities, and such standards may be implemented and adopted by industry participants at any time.
We currently use cookies, pixel tags and similar technologies from third-party advertising technology providers to provide and optimize our advertising. If consumer sentiment regarding privacy issues or the development and deployment of new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to, and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition would be adversely affected.
We face the risk of litigation resulting from unauthorized text messages sent in violation of the United States TCPA and similar legislation in the other countries and regions in which we operate.
We send short message service, or SMS, text messages to individuals who are eligible to use our service. The actual or perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws. Numerous class action suits under federal and state laws have been filed in recent years against companies who conduct SMS texting programs, with many resulting in multi-million-dollar judgments against senders of such messages and comparably large settlements to the plaintiffs. We have been, and in the future may be subject to such litigation, which could be costly and time-consuming to defend. The Telephone Consumer Protection Act (“TCPA”), a United States federal statute that protects consumers from unwanted telephone calls, faxes and text messages, restricts certain telemarketing and other calls to mobile phones and the use of automated SMS text messages without proper consent. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain or our SMS texting practices are not adequate or violate applicable law. Further, the Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“TRACED”) extended the statute of limitations for enforcement of violations of the TCPA to four years. Similar legal provisions exist in other countries in which we operate. This has resulted and may in the future result in civil claims against us. The scope and interpretation of the laws that are or may be applicable to the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations, we could face direct liability, could be required to change some portions of our business model, could face negative publicity and our business, financial condition and results of
 
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operations could be adversely affected. Even an unsuccessful challenge of our SMS texting practices by our consumers, regulatory authorities or other third parties could result in negative publicity, harm our reputation, and could require a costly response from and defense by us.
We experience seasonality in our business, which may cause fluctuations in our financial results.
Historically, we have experienced and expect to continue to experience seasonality in our business, with higher sales volumes in the second and third calendar quarters, and lower sales volumes in the first and fourth calendar quarter.
Our sales volumes in the second and third calendar quarter tend to be higher as a result of the timing of marketing campaign launches as well as general higher activity and responsiveness of our customer base during warmer months. Our sales volumes in the first and fourth calendar quarter tend to be lower as a result of reduced marketing activities and a general lower rate of our customer base’s responsiveness during winter months. These factors may contribute to substantial fluctuations in our quarterly operating results. Because of these fluctuations, among other factors, it is possible that in future periods our operating results will fall below the expectations of securities analysts or investors, in which case the market price of our shares would likely decrease. These fluctuations, among other factors, also mean that our operating results in any particular period may not be relied upon as an indication of future performance.
The estimated addressable market presented in this prospectus is subject to inherent challenges and uncertainties. If we have overestimated the size of our addressable market or the various markets in which we operate or plan to operate, our future growth opportunities may be limited.
The addressable market presented in this prospectus has been calculated based on a combination of third-party estimates, the Company’s internal estimates and management’s experience. Accordingly, it is subject to a degree of uncertainty and is based on assumptions that may not prove to be accurate. In particular, we calculated our addressable market based on the estimated number of people 20 years and older with moderate or a higher degree of hearing loss in the markets in which we operate and intend to enter (as applicable), the average lifecycle of hearing aids, the average selling price of hearing aids and the average number of hearing aids purchased per transaction. The information for these parameters is derived from a combination of third-party reports and management assessment, and is subject to significant assumptions and estimates, which may change or prove to be inaccurate. While we believe the information and assumptions on which we base our estimated addressable market are reasonable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this prospectus. If third-party or internally generated data prove to be inaccurate, or if we make errors in our assumptions based on that data, our future growth opportunities may be affected. Moreover, if our estimated addressable market, or the size of any of the various markets in which we operate or plan to operate, proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our prospects, business, financial condition and results of operations.
Repair or replacement costs due to the guarantees and warranties provided on the products that we sell on our platforms could have a material adverse effect on our business, financial condition and results of operations.
The products that we sell on our platform carry guarantee and warranty cover for our customers, which enables them to return defective or damaged products for a replacement or refund. While these product guarantee and warranty obligations rest primarily with the manufacturers who supply the products, we cannot assure you that we may not become liable to fulfil these obligations if the applicable manufacturer is unable or unwilling to fulfil their guarantee or warranty obligations. Substantial amounts of claims in respect of such unmet guarantee and warranty obligations by our manufacturers could have a material adverse effect on our business, financial condition and results of operations.
In addition, to the extent we develop and sell any products, such as IT products or services, we may become liable for guarantee and warranty obligations in respect of those products and services. As a result, for
 
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any products or services that we develop and sell, if actual defect rates, parts and equipment costs or service labor costs exceed our estimates, it could have a material adverse effect on our business, financial condition and results of operations.
If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our products.
Under consumer product legislation in many jurisdictions, we may be forced to recall or repurchase defective products, and more restrictive laws and regulations relating to these matters may be adopted in the future. We also face exposure to product liability claims in the event that any of the hearing aids sold on our platform are alleged to have resulted in personal injury or otherwise to have caused harm. For example, we may be sued if any hearing aids sold on our platform allegedly cause injury or are found to be otherwise unsuitable during marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranty. While our supplier contracts generally contain provisions that would indemnify us for product defects, if we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

decreased demand for our current or future products;

injury to our reputation;

costs to defend the related litigation;

a diversion of management’s time and our resources;

substantial monetary awards to customers;

regulatory investigations, product recalls, withdrawals or labeling, marketing, sales or promotional restrictions;

loss of revenue; and

the inability to sell our current or any future products.
Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential product liability claims could prevent or inhibit the sale of our current or any future products we develop. Although we currently carry product liability insurance, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to a product liability claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient funds to pay such amounts. Moreover, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses.
In addition, any product defects, recalls or claims that result in significant adverse publicity could have a negative effect on our reputation, result in loss of market share or failure to achieve market acceptance.
We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security incidents, breaches or loss of or unauthorized access to data or other disruptions could compromise confidential information related to our business and our customers and could materially adversely affect our business, reputation, financial condition and results of operations.
We create, receive, collect, transmit, store, use, disclose, share, maintain and process (collectively, “Process”) confidential information in digital form that is necessary to conduct our business, including PHI and other types of personal data or personally identifiable information relating to our employees, customers,
 
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prospective customers, and others. We are increasingly dependent on information technology systems and infrastructure, or IT Systems, to operate our business, and we are highly dependent on IT networks and systems, including the internet, to securely Process confidential information, including intellectual property, proprietary business information, PHI, and personal information. In the ordinary course of our business, we Process and contract with third-party vendors to Process large amounts of confidential information, including intellectual property, proprietary business information, PHI and personal information. Our business depends on keeping our IT Systems secure and maintaining the confidentiality, integrity, and availability of our confidential information. We have established physical, electronic, administrative and organizational measures to safeguard and secure our systems to prevent a security incident or data compromise. We rely in part on commercially available systems, software, tools, and monitoring to provide security for our IT Systems and the processing, transmission and storage of digital information. We have also outsourced elements of our IT Systems and data storage systems, and as a result a number of third-party vendors may have access to our confidential information, including personal information, and we must rely on these third-party vendors to maintain such information.
While we believe we have implemented reasonable preventative and detective security controls, our IT Systems and those of our third-party vendors are vulnerable to damage or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, malicious or negligent human acts, terrorism and war. Such IT Systems, including our servers and the data stored thereon, are additionally vulnerable to physical or electronic break-ins, computer viruses, security breaches from inadvertent, negligent or intentional actions by our employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, computer viruses, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information). Security breaches of our infrastructure, whether ours or of our third-party service providers, can create system disruptions, shutdowns or unauthorized access, acquisition, use, disclosure or modifications of our information, and could cause our information, including PHI, to be accessed, used or disclosed without authorization. As a result of the COVID-19 pandemic, we may face increased cybersecurity risks due to our increased reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Cyber-attacks are becoming more sophisticated and frequent and we or our third-party vendors may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The success of any of these attempts could substantially impact our IT Systems, and the privacy and security of PHI and other information contained therein or otherwise Processed in the ordinary course of our business operations, and could ultimately harm our reputation and our business. In addition, any actual or perceived security incident or breach may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. We exercise limited control over our third-party vendors, which increases our vulnerability to problems with services they provide.
Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. Hackers and data thieves are increasingly sophisticated, the techniques used by such cyber criminals also change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile international governments or agencies. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures, develop additional protocols and/or to investigate and remediate any information security vulnerabilities.
In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss of confidential information, including personal information or PHI. We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, are fully protected against security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, ransomware, denial-of-service attacks, misplaced or lost data, programming and/or human errors or other similar events. Compliance with privacy and security laws, requirements and regulations may result in cost increases due to new constraints on our business, the development of new processes, the effects of
 
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potential non-compliance by us or third-party service providers, and enforcement actions. Despite our implementation of security measures, techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. As such, it is possible that we or our third-party vendors may experience cybersecurity and other breach incidents that remain undetected for an extended period. Even when a security breach is detected, the full extent of the breach may not be determined immediately. We may be required to expend significant capital and other resources to protect against security incidents and to safeguard the privacy and security of PHI and other information, to prevent, investigate, contain, and remediate security incidents, to mitigate network security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities, and to manage liabilities and obligations relating to the unauthorized access to personal information. While we have implemented reasonable security measures to protect our data security and IT Systems, our efforts may not be successful, and incidents could result in unexpected interruptions, delays, cessation of service and other harm to our business, reputation and our competitive position. If an event were to occur and cause interruptions in our operations, it could result in a material disruption of our offerings to consumers, result in disruption or interruption to our business operations, reduce demand for our product and subject us to significant liability and expense as well as regulatory action and lawsuits, which would harm our business, operating results and financial condition.
Moreover, we and our third-party vendors Process sensitive data, including PHI, personal information, intellectual property and proprietary business information in the ordinary course of our business. If a security breach affects our IT Systems or results in the unauthorized access to, acquisition of, use or disclosure of PHI or personal information, our reputation could be materially damaged. The CCPA, in particular, includes a private right of action for California consumers whose CCPA-covered personal information is impacted by a data security incident resulting from a company’s failure to maintain reasonable security procedures, and hence may result in civil litigation in the event of a data breach impacting such information. In addition, such a breach may require notification to governmental agencies and authorities, the media, individuals, and other third parties pursuant to various federal, state and international privacy and security laws, if applicable, including the General Data Protection Regulation (GDPR), United States Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations that implement both laws (collectively, HIPAA), and state breach notification laws. We would also be exposed to a risk of loss or litigation and potential liability, which could materially adversely affect our business, results of operations and financial condition. Amongst others, the GDPR provides for material and immaterial damages for individuals due to data protection violations. Class actions and mass litigation subsequent to data breaches have become and increasing risk.
If our or our third-party vendors’ IT systems or security measures fail or are breached, it could result in unauthorized access to, acquisition of or the use or disclosure of confidential and proprietary business information, intellectual property, sensitive consumer data (including health information) or other personally identifiable information of our consumers, employees, partners or contractors, a loss of or damage to our data, or an inability to access data sources, process data or provide our services. Such failures or breaches of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or investor confidence in us, and reduce the demand for our solutions and services. In addition, we could face litigation, significant damages for contract breach or violations of law, significant monetary penalties, or regulatory actions for violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. The costs related to significant security breaches or disruptions could be material and although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability. In any event, insurance coverage would not address the reputational damage that could result from a security incident or any regulatory actions or litigation that may result and exceed the limits of the cybersecurity insurance we maintain against such risk. If the IT Systems of our third-party vendors become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring. Any disruption or loss to IT Systems on which critical aspects of our operations depend could have an adverse effect on our business.
 
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Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings.
We use social media, emails and text messages as part of our omnichannel approach to marketing and consumer outreach. Changes to these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit our ability or our consumers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or reductions in the use of or engagement with social networking services by consumers and potential consumers could also harm our business. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or others. Any such inappropriate use of social media, emails and text messages could also cause reputational damage and adversely affect our business.
Our consumers may engage with us online through our social media pages, including, for example, our presence on Facebook, Instagram and Twitter, by providing feedback and public commentary about all aspects of our business. Information concerning us or our offerings and brands, whether accurate or not, may be posted on social media pages at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, financial condition, results of operations and prospects.
Additionally, we use emails and text messages to communicate with consumers and we collect personal information of consumers, including email addresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to adequately or accurately collect such information or if our information technology or data storage systems are breached, our business, financial condition and results of operations could be harmed. Further, any failure, or perceived failure, by us, or any third parties processing personal data, to comply with posted privacy policies or with any federal or state privacy, data security or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy, data security or consumer protection would adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets.
Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business.
Our business depends in part upon the emailing and mailing of promotional materials and other information to consumers and hearing care providers, and is also significantly dependent on email and other messaging channels, such as text messages. We distribute pricing information and other promotional materials in the mail, and also provide emails, mobile alerts and other messages to consumers informing them of the discounted prices available on our app and websites. These communications help generate a significant portion of our revenues. Because email, mail and other messaging channels are important to our business, if we are unable to successfully deliver messages to consumers through these channels, if legal restrictions prevent us from delivering such messages to consumers, if consumers do not or cannot open or otherwise utilize our messages or if consumers reject the receipt of communications referencing particular prescriptions or conditions, our revenues and profitability would be adversely affected.
Further, actions taken by third parties that block, impose restrictions on or charge for the delivery of these communications could also harm our business. For example, from time to time, internet service providers or other third parties may block bulk communications or otherwise experience difficulties that result in our inability to successfully deliver communications to consumers. In addition, we must comply with laws, such as,
 
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in the United States, the TCPA and the Controlling Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”). The TCPA regulates certain uses of text messages, for example by prohibiting the use of “automatic telephone dialing systems” to send text messages without the prior consent of the receiving party. Similarly, CAN-SPAM imposes requirements on the content of marketing email messages we send to consumers. As a result, our use of mail, email and other messaging channels to send communications about our platform or other matters, including health related topics referencing particular prescriptions or conditions, may result in legal claims against us, which if successful might limit or prohibit our ability to send such communications.
We rely on a single third-party service provider for the delivery of substantially all of our mailing communications and rely on third-party service providers for delivery of emails, text messages and other forms of electronic communication. If we were unable to use any one of our current service providers, alternate providers are available; however, we believe our revenue could be impacted for some period as we transition to a new provider, and the new provider may be unable to provide equivalent or satisfactory services. Any disruption or restriction on the distribution of our communications, termination or disruption of our relationships with our third-party service providers, particularly our single third-party service provider for the delivery of mail communications, or any increase in the associated costs, may be beyond our control and would adversely affect our business.
We rely on information technology to operate our business and maintain competitiveness, and must adapt to technological developments or industry trends.
Our ability to attract new consumers and increase revenue from our existing consumers depends in large part on our ability to enhance and improve our existing offerings, increase adoption and usage of our offerings, and introduce new features and capabilities. The markets in which we compete are relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing consumer needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
We depend on the use of information technologies and systems. As our operations grow, we must continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our existing solutions in response to competitive services and offerings. The emergence of alternative platforms such as smartphones and tablets and the emergence of niche competitors who may be able to optimize their offerings, services or strategies for such platforms may require new investments in technology. New developments in other areas, such as cloud computing, have made it easier for competition to enter our markets due to lower up-front technology costs. We may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, and we may not be able to accurately predict the new technologies and systems we should spend our resources on. There is also no guarantee that we will possess the financial resources or personnel for the research, design and development of new applications or services, or that we will be able to use these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and platform capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently or more securely than our offerings, our business, financial condition and results of operations could be adversely affected.
Government regulation of the internet is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business and results of operations.
We are subject to general business regulations and laws specifically governing the internet in the countries and regions in which we operate. Furthermore, the regulatory landscape impacting these areas is constantly evolving. Existing and future regulations and laws could impede the growth of the internet or other online
 
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services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, content, copyrights, distribution, electronic contracts, electronic communications, money laundering, electronic payments and consumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws and regulations were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet. It is possible that general business regulations and laws, or those specifically governing the internet may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
We cannot assure you that our practices have complied, comply or will in the future comply with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. For example, in the United States, recent automatic renewal laws, which require companies to adhere to enhanced disclosure requirements when entering into automatically renewing contracts with consumers, resulted in class action lawsuits against companies that offer online products and services on a subscription or recurring basis. These and similar proceedings or actions could hurt our reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our costs of doing business, and cause consumers and paid merchants to decrease their use of our platform, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of one or more countries may seek to censor content available on our app and websites or may even attempt to completely block access to our platform. Adverse legal or regulatory developments could substantially harm our business.
We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.
We are subject to income and other taxes in the countries in which we operate. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. For example, our effective tax rates could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structures.
Pending and future tax audits and changes in fiscal regulations could lead to additional tax liabilities.
Our business is subject to the general tax environment in the countries in which we currently operate. Our ability to use tax loss carryforwards and other favorable tax provisions depends on national tax laws and their interpretation in these countries. Changes in tax legislation, administrative practices or case law could increase our tax burden and such changes might even occur retroactively. Furthermore, tax laws may be interpreted differently by the competent tax authorities and courts, and their interpretation may change at any time, which could lead to an increase of our tax burden. In addition, court decisions are sometimes ignored by competent tax authorities or overruled by higher courts, which could lead to higher legal and tax advisory costs and create significant uncertainty.
We are subject to audits by tax officials in the jurisdictions in which we operate. For example, in Germany, audibene GmbH has been subject to a general tax audit for each of 2012, 2013, 2014, 2015 and 2016. While we believe that we have paid all material tax liabilities and filed all material tax returns as of the date of this prospectus, and made provisions that we believe to be adequate with respect to material tax risks resulting from current or past tax audits, there can be no assurance that tax deficiencies will not be asserted against us or that the taxes assessed by the competent authorities pursuant to such tax audits will not exceed such provisions. All of the tax assessments issued for periods which were not yet finally audited may be subject to review.
 
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Future tax audits may result in additional tax, interest payments and/or penalties, which would negatively affect our financial condition and results of operation. Changes in fiscal regulations (for example, in connection with the OECD BEPS initiative or the respective EU initiatives, such as the Council Directive (EU) 2016/1164 of July 12, 2016 (“ATAD 1”) and Council Directive (EU) 2017/952 of May 29, 2017 (“ATAD 2”)) or the interpretation of tax laws by the courts or the tax authorities in the jurisdictions in which we conduct our business may also have negative consequences and increase our tax burden and give rise to additional reporting and disclosure obligations, which could increase our costs and have a material adverse effect on our financial position.
While ATAD 1 contains, among others, rules combatting certain hybrid mismatches between EU Member States, ATAD 2 introduces more detailed rules to neutralize hybrid mismatches and extends the scope to (i) a variety of other mismatches between EU Member States and (ii) mismatches between EU Member States and third countries. Germany has not yet implemented ATAD 1 and 2 into its national law. The German Federal Ministry of Finance released a draft bill, which provides for significant changes to the German taxation of cross-border transactions. The draft bill has not been endorsed by the German parliament, but the proposed measures might take effect retroactively as from January 1, 2020 onwards.
Our ability to utilize our net operating loss carryforwards and other tax attributes may be limited.
As of September 30, 2020, we had corporate income tax loss carryforwards of €54.6 million including municipal tax loss carryforwards of €37.7 million. Based on the tax loss carryforwards, €3.2 million and €8.1 million expire between 2022 to 2025 and after 2025, respectively. As a result of the Corporate Reorganization and changes in the ownership of Soundrise Hearing Solutions Private Limited (India), we expect that tax loss carryforwards of €2.1 million that expire between 2022 to 2025 will be forfeited.
The largest portion of our tax loss carryforwards are in Germany where, as of September 30, 2020, we had corporate income tax loss carryforwards of €40.3 million and municipal tax loss carryforwards of €37.7 million. While we currently do not expect these tax loss carryforwards to be time bound or to be subject to forfeiture, we cannot assure you that we will be able to utilize them in the future (in whole or in part) for, among others, the reasons discussed below.
Our ability to utilize our net operating losses in audibene GmbH, which consists of tax loss carryforwards and current losses of the ongoing business year (together “tax losses”), is currently limited, and may be limited further, under Section 8c of the Körperschaftsteuergesetz (German Corporation Income Tax Act or KStG) and Section 10a of the Gewerbesteuergesetz (German Trade Tax Act or GewStG). The same applies to interest carryforwards, if any. These limitations apply if a qualified ownership change, as defined by Section 8c KStG, occurs and no exemption is applicable. Generally, whenever more than 50% of the shares or voting rights in a corporation are directly or indirectly transferred within a period of five years to one acquirer (including related persons) or a group of acquirers acting in concert, the accrued tax losses accrued up to the date of the qualified ownership change are forfeited and cannot be utilized. A qualified ownership change may also occur in case of a transaction comparable to a transfer of shares or voting rights or in case of an increase in capital leading to a respective change in the shareholding. If the qualified ownership change occurs within the ongoing business year, profits earned until that point in time may be offset against the tax losses accrued until that point in time.
However, tax losses should not forfeit as follows: (i) to the extent the entity accounting for the tax losses provides for built-in gains (stille Reserven) taxable in Germany, the tax losses may be further utilized despite a qualified ownership change; (ii) in case of certain intragroup reorganizations consisting of transfers of more than 50% of the shares, tax losses can be preserved if certain conditions are satisfied; (iii) in certain cases there is an option to apply for the non-application of the Section 8c KStG rules, so-called “Fortführungsgebundener Verlustvortrag” according to Section 8d KStG, according to which relief may be available where the company has maintained exclusively the same business during a specified observation period and during this period no harmful event as defined by law has occurred; and (iv) Section 8c para. 1a KStG holds an exemption from the forfeiture of tax losses for share transfers for the purpose of restructuring the respective corporate entity, so-called “Sanierungsklausel”.
In a decision of August 29, 2017, the Lower Tax Court of Hamburg (Germany) has referred the question to the German Constitutional Court whether the full forfeiture of losses in the case of a qualified ownership
 
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change as described above is unconstitutional which is the opinion of the Lower Tax Court of Hamburg. Only the German Constitutional Court is authorized to decide if the regulation is unconstitutional.
In addition, if the tax loss carryforwards shall be offset against income in future tax years, certain restrictions need to be considered, so-called minimum taxation according to Section 10d EStG. Only the first €1 million of annual taxable profits may be offset in full against the tax loss carryforwards. Beyond the threshold of €1 million, only 60% of the annual taxable profits are available for loss utilization. The remaining 40% are subject to immediate taxation.
Future changes in share ownership may also trigger an ownership change and, consequently, a Section 8c KStG, and/or a Section 10a GewStG limitation. Any limitation may result in the forfeiture of a portion or the complete net operating loss carryforwards before they can be utilized (considering the minimum taxation rules described above). As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to reduce German income tax may be subject to limitations, which could potentially result in increased future cash tax liability to us.
General economic factors, natural disasters or other unexpected events may adversely affect our business, financial performance and results of operations.
Our business, financial performance and results of operations depend in part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors that may affect costs of manufacturing hearing aids, consumer spending or buying habits could materially and adversely affect demand for our offerings. Volatility in the financial markets has also had and may continue to have a negative impact on consumer spending patterns. In addition, negative national or global economic conditions may materially and adversely affect the partners we contract with and their financial performance, liquidity and access to capital. This may affect their ability to renew contracts with us on the same or better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers, which could harm our business, financial condition and results of operations.
Economic factors such as increased insurance and hearing care costs, commodity prices, shipping costs, inflation, higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and our make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our financial condition and results of operations. Additionally, public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather and climate conditions, political crises, such as terrorist attacks, war and other political instability or other unexpected events, could disrupt our operations, internet or mobile networks or the operations of our partners. If any of these events occurs, our business could be adversely affected.
We rely on a select number of global hearing aid manufacturers for the supply of the products that we offer on our platform and could suffer if they fail to meet their delivery obligations, raise prices or cease to supply us with the products we require.
We rely on a select number of global hearing aid manufacturers for the supply of the products that we offer on our platform and could suffer if they fail to meet their delivery obligations, raise prices or cease to supply us with the products we require. We currently source approximately 70% of the products that we offer on our platform from local country affiliates of WS Audiology, our majority shareholder, and the remainder from four other leading hearing aid manufacturers. This reliance on a small number of sources adds additional risks to our business that are beyond our control. For example, the occurrence of epidemics or pandemics, such as the COVID-19 pandemic, may cause the WS Audiology Group or our other suppliers to close or reduce the scope of their operations either temporarily or permanently. In addition, the manufacturers that supply products to us may also supply products to our competitors. The industry’s reliance on a limited number of key suppliers subjects us to the risk that in the event of an increase in demand, the WS Audiology Group and our other suppliers may fail to provide supplies to us in a timely manner while they continue to supply our competitors, some of which have greater purchasing power than us. The failure of the WS Audiology Group
 
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and our other suppliers to deliver products in a timely fashion could have disruptive effects on our ability to serve our customers and meet demand in a timely manner, or we may be required to find new suppliers at an increased cost. Furthermore, we generally do not enter into long-term commitment contracts with the WS Audiology Group or our other suppliers, but rather enter into framework agreements as a basis for individual orders. The terms of such framework agreements are typically up to two years and in most cases do not contain any firm purchase commitments. We can make no assurance that we will be able to renew such supply agreements. If we are unable to renew supply agreements, our access to key products could be reduced, which could harm our business. Additionally, our reputation and the quality of our service are in part dependent on the quality of the products that we source from our suppliers. If we are unable to control the quality of the products supplied to us or to address known quality problems in a timely manner, our reputation in the market may be damaged and sales of our products may suffer. As a result, we may experience a material adverse effect on our business, financial condition and results of operations.
If manufacturers and suppliers that we source our products from are unable to procure raw materials, semi-finished products and finished products on terms or within timeframes acceptable to us, our business may suffer.
If our manufacturers or suppliers experience shortages, limited access or increased costs of certain raw materials and other semi-finished or finished goods, including as a result of the COVID-19 pandemic, it may result in production delays or delays in deliveries of products that we offer on our platforms. Production by one or more manufacturers or suppliers may be suspended or delayed, temporarily or permanently, due to economic or technical problems such as the insolvency of the manufacturer, the failure of the manufacturing facilities or disruption of the production process, all of which are beyond our control. Any shortage, delay or interruption in the availability of the products that we offer on our platforms may negatively affect our ability to meet consumer demand. As a result, our business may be unable to offer a satisfactory experience to customers, which could have a material adverse effect on our business, financial condition and results of operations.
International trade disputes could result in tariffs and other protectionist measures that could have a material adverse effect on our business, financial condition and results of operations.
Tariffs could increase the cost of the products that we source to provide on our platforms. These increased costs could adversely impact the gross margin that we earn on our products. Tariffs could also make our products more expensive for customers, which could make our products less competitive and reduce demand. Countries may also adopt other protectionist measures that could limit our ability to offer our preferred selection of products. Political uncertainty surrounding international trade disputes and protectionist measures could also have a negative effect on consumer confidence and spending, which could have a material adverse effect on our business, financial condition and results of operations.
We are dependent on international manufacturers and suppliers, which exposes us to international operational and political risks that may harm our business.
We rely on a number of international manufacturers and suppliers for the products that we offer on our platform. Our reliance on international operations exposes us to risks and uncertainties, including:

controlling quality of supplies;

trade protection measures, tariffs and other duties, especially in light of trade disputes between the United States and several foreign countries, including China and countries in Europe;

political, social and economic instability;

the outbreak of contagious diseases, such as the novel coronavirus (COVID-19);

laws and business practices that favor local companies;

interruptions and limitations in telecommunication services;

product or material delays or disruption;
 
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import and export license requirements and restrictions;

difficulties in the protection of intellectual property;

exchange controls, currency restrictions and fluctuations in currency values; and

potential adverse tax consequences.
If any of these risks were to materialize, it could have a material adverse effect on our business, financial condition and results of operations.
We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptions in the operations of these parties.
We use and rely on services from third parties, such as our telecommunications services, and those services may be subject to outages and interruptions that are not within our control. Failures by our telecommunications providers may interrupt our ability to provide phone support to our consumers and distributed denial of service attacks directed at our telecommunication service providers could prevent consumers from accessing our websites. In addition, we have in the past and may in the future experience down periods where our third-party credit card processors are unable to process the payments of our consumers, disrupting our ability to process or receive revenue from our offerings. Disruptions to our consumer support, website and credit card processing services could lead to consumer dissatisfaction, which would adversely affect our business, financial condition and results of operations.
Our business depends on network and mobile infrastructure and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our app or websites or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays and loss of consumers.
A key element of our strategy is to generate a significant number of visitors to, and their use of, our mobile app and websites. Our reputation and ability to acquire, retain and serve our consumers are dependent upon the reliable performance of our mobile app and websites and the underlying network infrastructure. Our platform is designed to operate without perceptible interruption in accordance with our service level commitments. However, as our base of consumers and the amount of information shared on our mobile app and websites continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on computing, including cloud computing and the related infrastructure, to handle the traffic on our mobile app and websites. The operation of these systems is complex and could result in operational failures. In the event that the traffic of our consumers exceeds the capacity of our current network infrastructure or in the event that our base of consumers or the amount of traffic on our app and websites grows more quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our app and websites and prevent our consumers from accessing our app and websites. If sustained or repeated, these performance issues could reduce the attractiveness of our offerings. In addition, the costs and complexities involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequately meeting the demand placed on our systems. Any internet or mobile platform interruption or inadequacy that causes performance issues or interruptions in the availability of our app or websites could reduce consumer satisfaction and result in a reduction in the number of consumers using our offerings.
We depend on the development and maintenance of the internet and mobile infrastructure. This includes maintenance of reliable internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely development of complementary offerings, for providing reliable internet and mobile access. Our business, financial condition and results of operations could be materially and adversely affected if for any reason the reliability of our internet and mobile infrastructure is compromised.
 
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We currently rely upon third-party data storage providers, including cloud storage solution providers, such as Amazon Web Services and some specific uses of Google Cloud Platform. Nearly all of our data storage and analytics are conducted on, and the data and content we create associated with sales on our app and websites are processed through, servers hosted by these providers, particularly Amazon Web Services. We also rely on email service providers, bandwidth providers, internet service providers and mobile networks to deliver email and “push” communications to consumers and to allow consumers to access our websites. If our third-party vendors are unable or unwilling to provide the services necessary to support our business, or if our agreements with such vendors are terminated, our operations could be significantly disrupted. Some of our vendor agreements may be unilaterally terminated by the licensor for convenience, including with respect to Amazon Web Services, and if such agreements are terminated, we may not be able to enter into similar relationships in the future on reasonable terms or at all.
Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers could result in interruptions to the availability or functionality of our app and websites. As a result, we could lose consumer data and miss opportunities to acquire and retain consumers, which could result in decreased revenue. If for any reason our arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect our business, financial condition and results of operations. We exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could hurt our relationships with our partner providers and consumers and expose us to third-party liabilities. We could experience additional expense in arranging for new facilities, technology, services and support. In addition, the failure of our third-party data centers or any other third-party providers to meet our capacity requirements could result in interruption in the availability or functionality of our app and websites.
The satisfactory performance, reliability and availability of our mobile app, websites, transaction processing systems and technology infrastructure are critical to our reputation and our ability to acquire and retain consumers, as well as to maintain adequate consumer service levels. Our revenue depends in part on the number of consumers that visit and use our mobile app and websites in fulfilling their hearing care needs. Unavailability of our mobile app or websites could materially and adversely affect consumer perception of our brand. Any slowdown or failure of our mobile app, websites or the underlying technology infrastructure could harm our business, reputation and our ability to acquire, retain and serve our consumers.
The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our app and websites. Cloud computing, in particular, is dependent upon having access to an internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, we may experience a slowdown or delay in our operations. Our disaster recovery preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur to our business, our operations could be impaired and our business, financial condition and results of operations may be materially and adversely affected.
Our proprietary technology platform may not operate properly, which could cause severe business disruption, damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any or all of which could harm our business.
Our proprietary technology platform powers all aspects of our company: engaging our customers and supporting our partner providers and manufacturing partners, while advancing our business objectives. It allows us to improve user experience through proactive and personalized outreach, online scheduling, virtual partner provider visits and ready access to hearing care information. Our technology also supports our partner
 
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providers by reducing common administrative burdens such as invoicing, settlement of reimbursement claims and potential financing, along with coordination of hearing care, ultimately allowing our partner providers to spend more time delivering clinical care. We collect data, consumer reactions and other insights, which we convey to our manufacturing partners enabling them to improve the quality of their hearing aids based on this feedback. We have designed our technology to improve over time by continuously incorporating new data from millions of interactions with customers, hearing care partners, and manufacturers.
The development and maintenance of our proprietary technology platform is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover problems that prevent our proprietary technology platform from operating properly. If our information technology and software solutions do not function reliably or fail to achieve expectations in terms of performance and intended purpose, we may experience severe business disruption, damage to our reputation, claims against us from our stakeholders or diversion in application of our resources from other purposes, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform and offerings.
Our app is accessed and operates through third-party platforms or marketplaces, including the Apple App Store and Google Play App Store, which also serve as online distribution platforms for our mobile app. As a result, the expansion and prospects of our business and our app depend on our continued relationships with these providers and any other emerging platform providers that are widely adopted by consumers. We are subject to the standard terms and conditions that these providers have for application developers, which govern the content, promotion, distribution and operation of apps on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice. Our business would be harmed if the providers discontinue or limit our access to their platforms or marketplaces; the platforms or marketplaces decline in popularity; the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies, including fees; the providers adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our app in order to ensure that consumers can continue to access and use our platform.
If alternative providers increase in popularity, we could be adversely impacted if we fail to create compatible versions of our app in a timely manner, or if we fail to establish a relationship with such alternative providers. Likewise, if our current providers alter their operating platforms, we could be adversely impacted as our offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become compatible. If our providers do not perform their obligations in accordance with our platform agreements, we could be adversely impacted.
In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers to download or access our app and other information, it could have a material adverse effect on our brand and reputation, as well as our business, financial condition and operating results.
We rely on software-as-a-service, or SaaS, technologies from third parties.
We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services, marketing services and data storage services. For example, we rely on Amazon Web Services for a substantial portion of our computing and storage capacity, and rely on Salesforce.com for customer communication and internal workflows. Amazon Web Services provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Amazon Web Services may terminate its agreement with us by providing 30 days prior written notice. Similarly, Salesforce.com provides us with storage capacity and workflow management solutions. Salesforce.com may terminate its agreements with us immediately upon notice. Our other vendor agreements may be unilaterally terminated by the counterparty for convenience. If
 
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these services become unavailable due to contract cancellations, extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and supporting our consumers and partners could be impaired and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could harm our business, financial condition, and results of operations.
We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses, technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments or alliances, or to integrate them with our existing business, could have a material adverse effect on us.
We may in the future consider opportunities to acquire or make investments in new or complementary businesses, technologies, offerings, or products, or enter into strategic alliances that may enhance our capabilities, expand our network, complement our current offerings or expand the breadth of our markets. Our ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is subject to numerous risks, including:

failure to identify acquisition, investment or other strategic alliance opportunities that we deem suitable or available on favorable terms;

problems integrating the acquired business, technologies or products, including issues maintaining uniform standards, procedures, controls and policies;

unanticipated costs associated with acquisitions, investments or strategic alliances;

adverse impacts on our overall margins;

diversion of management’s attention from our existing business;

adverse effects on existing business relationships with consumers, partners and other participants;

risks associated with entering new markets in which we may have limited or no experience;

potential loss of key employees of acquired businesses; and

increased legal and accounting compliance costs.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets. In the future, if our acquisitions do not yield expected returns, we may be required to take impairment charges to our results of operations based on our impairment assessment process, which could harm our results of operations.
If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, technologies and products effectively, our business, financial condition and results of operations could be materially and adversely affected. Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet or exceed our expectations.
There are a variety of hearing aid products and technologies, and consumer confusion about product features and technology could lead consumers to purchase competitive products instead of the products that we sell, or to conflate any adverse events or safety issues associated with third-party hearing aid products with the products that we sell, which could adversely affect our business, financial condition and results of operations.
We believe that many individuals do not have full information regarding the types of hearing aids and hearing aid features and technologies available in the market, in part due to the lack of consumer education in the traditional hearing industry sales model. Consumers may not have sufficient information about hearing aids generally or how hearing aid products and technologies compare to each other. This confusion may result in consumers purchasing hearing aids from our competitors instead of from us, even if our hearing aids would
 
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provide them with their desired product features. In addition, any adverse events or safety issues relating to competitive hearing aid products and related negative publicity, even if such events are not attributable to our products, could result in reduced purchases of hearing aids by consumers generally. Any of these occurrences could lead to reduced sales of our products and adversely affect our business, financial condition and results of operations.
We may be unable to successfully execute on our growth initiatives, business strategies or operating plans.
We are continually executing on growth initiatives, strategies and operating plans designed to enhance our business and extend our solutions to address additional chronic conditions. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements and the incurrence of other unexpected costs associated with operating our business. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition and results of operations may be materially adversely affected.
Risks Related to Intellectual Property
We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights.
Internet and advertising companies are frequently subject to litigation based on allegations of infringement, misappropriation, dilution or other violations of intellectual property rights. Some internet and advertising companies, including some of our competitors, as well as non-practicing entities, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims against us.
Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their intellectual property rights.
For instance, the use of our technology to provide our offerings could be challenged by claims that such use infringes, dilutes, misappropriates or otherwise violates the intellectual property rights of a third party. In addition, we may in the future be exposed to claims that content published or made available through our mobile app or websites violates third-party intellectual property rights.
As we face increasing competition and gain greater visibility as a public company, the possibility of intellectual property rights claims against us grows. Such claims and litigation may involve non practicing entities or other adverse intellectual property rights holders who have no relevant product revenue, and therefore our own pending patent applications and other intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. There may be intellectual property rights held by others, including issued patents or pending patent applications and trademarks, that cover significant aspects of our technologies, content, branding or business methods, and we cannot assure that we are not infringing, misappropriating, diluting or otherwise violating, and have not infringed, misappropriated, diluted or otherwise violated any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future. We expect that we may receive in the future notices that claim we or our partners, or clients using our solutions and services, have infringed, misappropriated diluted, or otherwise violated other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps.
 
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Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, and whether or not such claim results in litigation, is settled out of court or is determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of management and technical personnel from our business. Furthermore, an adverse outcome of a dispute may result in an injunction and could require us to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a third party’s intellectual property rights. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing agreement to continue using the technology, content or other intellectual property that is the subject of the claim; restrict or prohibit our use of such technology, content or other intellectual property; require us to expend significant resources to redesign our technology or solutions; and require us to indemnify third parties. Royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. There also can be no assurance that we would be able to develop or license suitable alternative technology, content or other intellectual property to permit us to continue offering the affected technology, content or services to our partners or customers. If we cannot develop or license technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. In addition, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Any of these events could materially harm our business, financial condition and results of operations.
We may be unable to establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology.
Our business depends on proprietary technology and content, including software, processes, databases, confidential information and know-how, the protection of which is crucial to the success of our business. We rely on a combination of trademark, patent, copyright, domain name and trade secret-protection laws, in addition to confidentiality agreements and other practices to protect our brands, proprietary information, technologies and processes.
Our most material trademark assets are the registered trademarks “hear.com” and “audibene.” Our trademarks are valuable assets that support our brand and consumers’ perception of our offerings. We also hold the rights to the “hear.com” internet domain name. Our trademarks and domain name rights are subject to internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, or determined to be infringing on or dilutive of other marks. In addition, third parties have filed, and may in the future use, or file for registration of trademarks similar or identical to our trademarks, which, if used or obtained, may impede our ability to build brand identity and could lead to market confusion. If we are unable to protect our trademarks or domain names in the United States or in other jurisdictions in which we operate or may ultimately operate, our brand recognition and reputation would suffer, we could incur significant re-branding expenses and our operating results could be adversely impacted. As of December 31, 2020, we owned one pending patent application in the European Union and no issued patents or pending patent applications in the United States. We cannot guarantee that our pending patent application will be issued. Any patents that may be issued in the future may not provide us with competitive advantages, may be of limited territorial reach and may be held invalid or unenforceable if successfully challenged by third parties, and may expire before we have obtained any significant competitive advantage from the patent. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, will be unable to devote the resources to file and prosecute all applications for such technology, or will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. Our limited patent protection may restrict our ability to protect our technologies and processes from competition. It is also possible that third parties, including our competitors, may obtain patents relating to technologies that overlap or compete with
 
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our technology. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay the introduction and implementation of new technologies, result in our substituting inferior or more costly technologies into our software or injure our reputation. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming, particularly in countries where the laws may not be as protective of intellectual property rights as those in Europe and the United States and where mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations could be adversely affected.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, trade secrets, technology, and other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors, and other third parties. We also enter into confidentiality and invention assignment agreements with our employees and consultants. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our technology and processes. In addition, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling disclosure of such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing the same or similar technologies and processes, which may allow them to provide a service similar or superior to ours, which could harm our competitive position.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results of operations and prospects.
 
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We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
Many of our employees, consultants, and advisors are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, and agreeing to maintain the confidentiality of our information and trade secrets, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Former employees may breach their confidentiality obligations and use our trade secrets or other proprietary information to help our competitors. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.
We may be unable to continue the use of our domain names, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks.
We have registered domain names for our websites that we use in our business. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our solutions under a new domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.
ICANN (the Internet Corporation for Assigned Names and Numbers), the international authority over top-level domain names, has been increasing the number of generic top-level domains, or “TLDs.” This may allow companies or individuals to create new web addresses that appear to the right of the “dot” in a web address, beyond such long-standing TLDs as “.com,” “.org” and “.gov.” ICANN may also add additional TLDs in the future. As a result, we may be unable to maintain exclusive rights to all potentially relevant or desirable domain names in the United States, which may harm our business. Furthermore, attempts may be made by third parties to register our trademarks as new TLDs or as domain names within new TLDs, and we may be required to enforce our rights against such registration attempts, which could result in significant expense and the diversion of management’s attention.
If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions or services in the future.
In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business, including to develop or commercialize new solutions or services. However, such licenses may not be available on acceptable terms or at all. Further, when licensing intellectual property we
 
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must rely on the licensors to protect and maintain such technology and intellectual property, and we may have limited control over the decisions our licensors make with respect to such protection and maintenance, and these licensors may not make the same decisions we would have made if we owned such intellectual property. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our solutions and services. Such royalties are a component of the cost of our solutions or services and may affect the margins on our solutions and services. In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us. If we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, or if the licensed intellectual property rights are found to be invalid or unenforceable, our business, financial condition, results of operations and prospects could be affected. Moreover, we could encounter delays and other obstacles in our attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing solutions and services, which could harm our competitive position, business, financial condition, results of operations and prospects.
If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
We license certain intellectual property, including technologies and software from third parties, that is important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our solutions and services, or adversely impact our ability to commercialize future solutions and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms. In addition, our rights to certain technologies, are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating, diluting or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.
Failure to maintain, protect or enforce our intellectual property rights could harm our business and results of operations.
We may pursue the protection of our patentable technology, domain names, trademarks and service marks in Europe, the United States and other countries where we operate. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We typically enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our technology or intellectual property rights. Those agreements that we do execute may be breached, and
 
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we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property rights may not prevent the misappropriation or disclosure of our proprietary information nor deter independent development of similar technology or intellectual property by others.
Effective trade secret, patent, copyright, trademark and domain name protection is expensive to obtain, develop and maintain, both in terms of initial and ongoing registration or prosecution requirements and expenses and the costs of defending our rights. We may, over time, increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming. We do not know whether our pending patent application will result in the issuance of a patent. Our patent, trademarks and other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Moreover, any issued patents may not provide us with a competitive advantage and, as with any technology, competitors may be able to develop similar or superior technologies to our own, now or in the future, without infringing our patent rights. In addition, due to a recent United States Supreme Court case, it has become increasingly difficult to obtain and assert patents relating to software or business methods, as many such patents have been invalidated for being too abstract to constitute patent-eligible subject matter, and future changes to laws and regulations may be unpredictable and could impact our ability to obtain new patents or enforce any patents we might obtain in the future. We do not know whether this will affect our ability to obtain new patents on our innovations, or successfully assert patents we may obtain in the future in litigation or pre-litigation campaigns.
Monitoring unauthorized use of the content on our app and websites, and our other intellectual property and technology, is difficult and costly. Our efforts to protect our proprietary rights and intellectual property may not have been and may not be adequate to prevent their misappropriation or misuse. Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our intellectual property rights. Third parties from time to time copy content or other intellectual property or technology from our solutions without authorization and seek to use it for their own benefit. We generally seek to address such unauthorized copying or use, but we have not always been successful in stopping all unauthorized use of our content or other intellectual property or technology, and may not be successful in doing so in the future. Further, we may not have been and may not be able to detect unauthorized use of our technology or intellectual property, or to take appropriate steps to enforce our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our solutions and services. Our competitors may also independently develop similar technology. Effective patent, trademark, copyright and trade secret protection may not be available to us in every jurisdiction in which our solutions or technology are hosted or available. Competitors could also independently create technology that we consider a trade secret, and use that technology to compete with us. Further, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights may be uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property rights could result in competitors offering solutions that incorporate our most technologically advanced features, which could reduce demand for our solutions.
We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of intellectual property rights owned by others. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue, or may find that our intellectual property rights do not cover the use or technology in question. Further, in such proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. Litigation is inherently uncertain and any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and results of operations. If we fail to maintain, protect and enforce our intellectual property, our business and results of operations may be harmed.
Issued patents covering our offerings could be found invalid or unenforceable if challenged.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Any future patents or patent applications (including licensed patents) may be challenged at a future point in time in
 
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opposition, derivation, reexamination, inter partes review, post-grant review or interference. Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business and could harm our business. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future offering candidates.
We may not be able to enforce our intellectual property rights throughout the world.
We may also be required to protect our proprietary technology and content in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which we may not pursue in every location. Filing, prosecuting, maintaining, defending, and enforcing intellectual property rights on our solutions, services, and technologies in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States and Europe may be less extensive than those in the United States and Europe. Competitors may use our technologies in jurisdictions where we have not obtained protection to develop their own solutions and services and, further, may export otherwise violating solutions and services to territories where we have protection but enforcement is not as strong as that in Europe and the United States. These solutions and services may compete with our solutions and services, and our intellectual property rights may not be effective or sufficient to prevent such use. In addition, the laws of some countries do not protect proprietary rights to the same extent as the laws of Europe and the United States, and many companies have encountered significant challenges in establishing and enforcing their proprietary rights outside of Europe and the United States. These challenges can be caused by the absence or inconsistency of the application of rules and methods for the establishment and enforcement of intellectual property rights outside of Europe and the United States. For instance, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable for business methods. Even in the European Union, certain laws may compel patent owners to grant licenses to third parties, and in such countries the patent owner may have limited remedies available, and this could materially diminish the value of such patent. We do not know the degree of future protection that we will have, or be able to maintain, on our technologies, products and services.
In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of intellectual property protection, especially those relating to healthcare. This could make it difficult for us to stop the infringement, misappropriation or other violation of our other intellectual property rights. Accordingly, we may choose not to seek protection in certain countries, and we will not have the benefit of protection in such countries. Proceedings to enforce our intellectual property rights in international jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in Europe, the United States and other countries may affect our ability to obtain adequate protection for our solutions, services and other technologies and the enforcement of intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.
We use open source software, which may pose risks to our proprietary software and solutions.
We use open source software in our solutions and will use open source software in the future. Some licenses governing the use of open source software contain requirements that we make available source code for modifications or derivative works we create based upon the open source software, and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses to third parties at no cost, if we combine or link our proprietary software with open source software in certain manners. Although we monitor our use of open source software, we cannot assure you that all open source software is reviewed prior to use in our solutions, that our developers have not incorporated open source software into our solutions that we are unaware of, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by European, United States or international courts. There is a risk that open source software licenses could be
 
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construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solutions. Companies that incorporate open source software into their products have, in the past, faced claims seeking enforcement of open source license provisions and claims asserting ownership of open source software incorporated into their product. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations. As a result of our current or future use of open source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our solutions, discontinue making our solutions available in the event re-engineering cannot be accomplished on a timely basis or take other remedial action. Any such re-engineering or other remedial efforts could require significant additional research and development resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts. Further, in addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software, and may contain security vulnerabilities. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business, financial condition and results of operations.
Risks Related to the Healthcare Industry
All our offerings are subject to laws, rules, policies and audiology board certification oversight governing licensure, the practice of professional audiology services and teleaudiology that could change and make our approach illegal for us or our partners.
We are subject to numerous state and local hearing aid and audiology practice laws and regulations relating to, among other matters, licensure, the conduct of examinations, otoscopy, and board certification and registration of audiologists or other hearing care professionals and other individuals we employ or contract with to provide services and dispense hearing aids. These state and local laws and regulations are complex, change frequently and have tended to become more stringent over time. Further, our ability to conduct and optimize our teleaudiology and other offerings in each state or foreign jurisdiction is dependent upon their treatment of such offerings, including the permissibility of asynchronous store-and-forward teleaudiology, under such state or foreign jurisdictions’ laws, rules and policies governing the provision of audiology services, which are subject to changing political, regulatory and other influences. Some state or foreign medical boards have established rules or interpreted existing rules in a manner that limits or restricts our ability to conduct or optimize our business and such rules and interpretations have resulted in or may result in audiologists declining to work for or contract with us.
Due to the nature of the teleaudiology services and the provision of hearing care and treatment by healthcare providers, we and certain of our hearing care professionals are and may in the future be subject to complaints, inquiries and compliance orders by national and state regulators and medical boards. Such complaints, inquiries or compliance orders may result in disciplinary actions taken by these regulators or certification boards against the licensed audiologists or other hearing care professionals who provide services, including through our teleaudiology offering, which could include reprimands, suspension, restriction or revocation of the specialist’s professional license and certification, probation, required continuing medical education courses, monetary fines, administrative actions and other conditions. Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on our teleaudiology offering and our platform generally due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. For example, in Canada, the Alberta College of Speech-Language Pathologists and Audiologists (the “ACSLPA”) issued an Advisory Statement in January 2021 with regard to our teleaudiology solution, determining that, among other things, the audiological practice of otoscopy cannot be practiced virtually in a way that complies with the ACSLPA’s interpretation of the established Standards of Practice. While the Advisory Statement itself does not have an immediate impact on hear.com directly, non-compliance with the ACSLPA Advisory Statement could result in a complaint from other college members or the public to the hearing care professional. This complaint could result in the revoking of the hearing care professional’s license to practice audiology. As a consequence, audiologists may decide not to work or contract with us or implement our teleaudiology solution as a result of this Advisory Statement or similar advisory.
 
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Due to the uncertain regulatory environment, certain governmental and regulatory authorities may determine that we or the audiologists and other hearing care professionals that we employ or contract with are in violation of their laws and regulations or may change such laws and regulations in a way that restricts our offerings in their jurisdictions. In the event that we must remedy such violations or take steps to comply with such restrictions, we may be required to modify our offerings in such states and foreign jurisdictions in a manner that undermines our offerings or business, we may become subject to fines, other penalties or regulatory or enforcement actions or, if we determine that the requirements to operate in compliance in such states and foreign jurisdictions are overly burdensome, we may elect to terminate our operations in such states and foreign jurisdictions. In each case, our revenue may decline and our business, financial condition and results of operations could be materially adversely affected.
Laws regulating the corporate practice of audiology could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.
Some states have laws that prohibit business entities, such as us, from providing professional audiology services, employing audiologists or hearing care professionals, exercising control over professional judgment or medical decisions by audiologists or hearing care professionals or engaging in certain arrangements with audiologists or hearing care professionals (such activities generally referred to as the “corporate practice of audiology”). Corporate practice of audiology regulations and other similar laws may also prevent fee-splitting, or the sharing of professional service income with non-professional or business interests. In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation. Some of the relevant laws, regulations and agency interpretations in states with corporate practice of audiology restrictions have been subject to limited judicial and regulatory interpretation. The interpretation and enforcement of these laws varies significantly from state to state. Moreover, state laws are subject to change. States in which we currently operate generally prohibit the corporate practice of audiology, and other states may as well.
Penalties for violations of the corporate practice of audiology vary by state and may result in audiologists or hearing care professionals being subject to disciplinary action, as well as to forfeiture of revenues from payors for services rendered. For lay entities, violations may also bring both civil and, in more extreme cases, criminal liability for engaging in the provision of professional audiology services without a license.
Regulatory authorities and other parties may assert that we are engaged in the prohibited corporate practice of audiology or that our agreements with audiologists and hearing care professionals are in violation of prohibitions on the corporate practice of audiology or that our arrangements constitute unlawful fee-splitting. If this were to occur, we could be subject to civil and/or criminal penalties, our agreements could be found legally invalid and unenforceable (in whole or in part), potentially resulting in a loss of revenues and an adverse effect on the results of operations derived from such practices or we could be required to restructure our contractual arrangements. Such a determination could force a restructuring of our agreements with audiologists and hearing care professionals with the affected practices. There can be no assurance that such a restructuring would be feasible, or that it could be accomplished within a reasonable time frame without a material adverse effect on our business, results of operations, financial condition and cash flows. If our agreements or arrangements with audiologists or other hearing care professionals are deemed invalid under state corporate practice of audiology and similar laws or federal law, or are terminated as a result of changes in state law, it could have a material impact on our results of operations and financial condition. Any changes to federal or state law that prohibit such agreements or arrangements could also have a material impact upon our results of operations and financial condition.
If our arrangements with audiologists and other hearing care professionals are found to constitute the improper rendering of professional audiology services or fee splitting under applicable state laws, our business, financial condition and our ability to operate in those states could be adversely impacted.
Our contractual relationships with our partner providers and other hearing care professionals may implicate certain state laws in the United States and laws of foreign jurisdictions in which we operate that generally prohibit non-professional entities from providing licensed audiology services, exercising control over
 
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licensed audiologists or other hearing care professionals or engaging in certain practices such as fee-splitting with such licensed professionals. Although we believe that the hearing care professionals maintain exclusive authority regarding the delivery of medical care, there can be no assurance that these laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a material and adverse effect on our business, financial condition and results of operations. Regulatory authorities, state boards of audiology and hearing aid dispensers, state attorneys general and other parties, including our partner providers, some of whom are directly employed by us, may assert that we are engaged in the provision of professional audiology services, and/or that our arrangements with our affiliated or employed audiologists and other hearing care professionals constitute unlawful fee-splitting. If a jurisdiction’s prohibition on the corporate practice of audiology or fee-splitting is interpreted in a manner that is inconsistent with our practices, we would be required to restructure or terminate our relationships with our partner providers and employed audiologists and other hearing care professionals to bring our activities into compliance with such laws. A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition and results of operations. State or foreign corporate practice of audiology and fee-splitting prohibitions in the United States and foreign jurisdictions also often impose penalties on healthcare professionals for aiding in the improper rendering of professional services, which could discourage audiologists, hearing care professionals and other healthcare professionals from participating in our network of providers.
The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown, but may adversely affect our business, financial condition and results of operations.
Our revenue is dependent on the hearing care industry and could be affected by changes in healthcare spending, reimbursement policies and other related policies. For example, in the United States, the healthcare industry is subject to changing political, regulatory and other influences. The Patient Protection and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act of 2010, or collectively, the ACA, enacted in March 2010, made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. The ACA, among other things, increased the number of individuals with Medicaid and private insurance coverage and strengthened enforcement of fraud and abuse laws and encouraged the use of information technology.
Since its enactment, there have been judicial, United States congressional and executive branch challenges to certain aspects of the ACA, and we expect there will be additional challenges and amendments to the ACA in the future. For example, the Tax Cuts and Jobs Act of 2017, or Tax Act, was enacted, which includes a provision reducing to $0, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year, which is commonly referred to as the “individual mandate.” On December 14, 2018, a United States District Court judge in the Northern District of Texas ruled that the individual mandate is a critical and inseverable feature of the ACA, and therefore, because it was repealed as part of the Tax Act, the remaining provisions of the ACA are invalid as well. On December 18, 2019, the United States Court of Appeals for the 5th Circuit affirmed the District Court’s decision that the individual mandate was unconstitutional but remanded the case back to the District Court to determine whether the remaining provisions of the ACA are invalid as well. The Supreme Court heard oral argument on November 10, 2020, and a decision is expected by mid-2021. In addition, there may be other efforts to challenge, repeal or replace the ACA will impact the ACA. We are continuing to monitor any changes to the ACA that, in turn, may potentially impact our business in the future.
The results of the 2020 U.S. presidential and congressional elections have created regulatory uncertainty, including with respect to the U.S. government’s role in the U.S. healthcare industry. As a result of such elections, there are renewed and reinvigorated calls for health insurance reform, as well as changes to the ACA, which could cause significant uncertainty in the U.S. healthcare market, could increase our costs, decrease our revenues or inhibit our ability to sell our products. We cannot predict with certainty what impact any federal, state or international health reforms will have on us, but such changes could impose new and/or more stringent
 
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regulatory requirements on our activities, any of which could adversely affect our business, results of operations and financial condition.
We may be subject to state, federal and foreign fraud and abuse and other healthcare regulatory laws and regulations. If we or our commercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be subject to civil or criminal penalties as well as exclusion from government healthcare programs.
Although the majority of consumers who use our offerings do so outside of any health benefits covered under their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to healthcare fraud and abuse regulation and enforcement by the United States federal and state governments and by the regulatory authorities in foreign jurisdictions in which we conduct our business. These laws impact, among other things, our sales, marketing, support and education programs and constrain our business and financial arrangements and relationships with medical device manufacturers (including hearing aid manufacturers), marketing partners, healthcare professionals and consumers, and include, but are not limited to, the following:

the United States federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

the United States federal false claims laws, including the civil False Claims Act (which can be enforced through “qui tam,” or whistleblower actions, by private citizens on behalf of the federal government), which prohibits any person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the United States federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the United States federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

HIPAA imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs. Similar to the United States federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

the United States federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things, the offer or transfer of remuneration, including waivers of copayments and deductible amounts (or any part thereof), to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by a state or federal healthcare program;

federal consumer protection and unfair competition laws, which broadly regulate platform activities and activities that potentially harm consumers; and

state laws and regulations, including state anti-kickback and false claims laws, that may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers and self-pay patients.
With respect to our operations in foreign jurisdictions, we may also be subject to regulations prohibiting kickbacks, schemes to defraud healthcare benefit programs and deceptive advertising. In the European Union,
 
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these regulations are often harmonized at the level of the European Union. They are similar to those applicable in the United States but sometimes more stringent. These regulations are enforced by the competent authorities of the EU member states, which may result in discrepancies in their application.
To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and resource-consuming and can divert management’s attention from the business. Additionally, as a result of these investigations, entities may also have to agree to additional compliance, monitoring and reporting requirements as part of a consent decree, non-prosecution or corporate integrity agreement. Any such investigation or settlements could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and increase costs.
The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with different compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare company may fail to comply fully with one or more of these requirements. Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations may involve substantial costs. It is possible that governmental authorities may conclude that our business practices, including, without limitation, our revenue sharing arrangements with our partners, our arrangements with the hearing aid manufacturers, our arrangements with providers licensed to practice audiology or to dispense hearing aids, our arrangements with entities that provide us with rebate administrative services, and our sales and marketing practices, do not comply with applicable fraud and abuse or other healthcare laws and regulations or guidance.
If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government-funded healthcare programs, such as Medicare and Medicaid, and additional oversight, monitoring and reporting requirements if we become subject to a corporate integrity agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations. If any of the medical device manufacturers (including hearing aid manufacturers), marketing partners or other entities with whom we do business is found not to be in compliance with applicable laws, they may be subject to the same criminal, civil or administrative sanctions, including exclusion from government-funded healthcare programs.
The products that we sell are subject to extensive government regulation and oversight by the FDA. We rely on our third-party suppliers to comply with applicable requirements, and their failure to do so, may materially and adversely affect our business.
In the United States, the design, development, research, manufacture, testing, labeling, promotion, advertising, distribution, marketing, sale and export and import of hearing instruments are subject to regulation by numerous governmental authorities, including by the FDA as medical devices. Specifically, the Federal Food, Drug, and Cosmetic Act, or the FDCA, as well as FDA regulations and other federal and state statutes and regulations, govern, among other things, medical device design and development, preclinical and clinical testing, device safety, premarket clearance or approval, establishment registration and device listing, manufacturing, labeling, storage, record-keeping, advertising and promotion, sales and distribution, export and import, recalls and field safety corrective actions and post-market surveillance, including complaint handling and medical device reporting of adverse events.
We rely on our third-party suppliers to comply with applicable requirements relating to the products that they manufacture and supply to us for sale to our customers. If these third parties fail to comply with applicable requirements, our operations could be disrupted and we may be required to contract with alternate suppliers, which could result in substantial delays and which could materially and adversely affect our business, financial conditions, results of operations and growth prospects.
 
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Risks Related to the Corporate Reorganization and Our Operation as a Stand-alone Business
The hear.com group is subject to a number of risks in connection with the Corporate Reorganization, the transitional services agreement and its operation as a stand-alone business.
Prior to the consummation of this offering, the hear.com group has been part of the WS Audiology Group and will only be separated into a stand-alone business in connection with this offering. See “Corporate Reorganization.” Certain business functions are currently and will, pursuant to a transitional services agreement (the “TSA”), continue to be carried out centrally by the WS Audiology Group for a limited period of time following the Corporate Reorganization, including certain IT applications, payroll services, arrangements with logistics providers and legal services. We expect that the TSA will initially be for a term of nine months, with the option for us to extend the term for one period of three months, subject to early termination rights based on advance written notice. The TSA, and the Corporate Reorganization more generally, will be negotiated prior to this offering, at a time when the hear.com group will still be part of the WS Audiology Group. The agreements generally will be entered into on arms-length terms similar to those that would be agreed with an unaffiliated third party such as a buyer in a sale transaction, but we cannot assure you that we will succeed in obtaining the services to which they relate at the same or better levels, or at the same or lower costs, directly from third party providers. The TSA is important to us, allowing us to construct business infrastructure that is appropriate to our needs as a stand-alone business without disrupting the hear.com group’s business operations. The TSA, however, does not include every service that the hear.com group has received from the WS Audiology Group in the past. Following the cessation of the TSA, we will need to provide internally, or obtain from unaffiliated third parties, the services that we will no longer receive from the WS Audiology Group. After the TSA expires, we may not be able to replace these services at all, or to obtain these services at prices or on terms as favorable as the TSA provide.
If the services covered by the TSA are not provided as anticipated, or if we are unable to successfully implement plans to migrate from the TSA to stand-alone business functions on the timescale anticipated and on the costs projected, or at all, such developments could have a material adverse effect on our business, financial condition and results of operations. In addition, any failure or significant disruption to the delivery of the WS Audiology Groups’ services during the transitional period could impact our ability to provide services and to perform administrative services on a timely basis, may result in service interruptions and divert management attention from other aspects of our operations or could result in weaknesses and deficiencies in our internal controls. Any such development could have a material adverse effect on our business, financial condition and results of operations.
In connection with this offering, our corporate governance and internal policies and procedures will need to be amended for our operation as a stand-alone business.
Because the hear.com business has historically operated as part of the WS Audiology Group, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate as a stand-alone business, or may incur additional costs that could adversely affect our business. In particular, in connection with this offering our corporate governance arrangements and internal policies and procedures will need to be adopted for the operation of the hear.com group as a stand-alone business. Any failure to implement corporate governance arrangements or internal policies and procedures suitable to the needs of a stand-alone business could have a material adverse effect on our business, financial condition and results of operations. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, our business, financial condition and results of operations may be adversely affected.
The audited combined financial statements and the hear.com group’s historical results may not be representative of our future results as a stand-alone company.
The audited combined financial statements presented in this prospectus are combined carve-out financial statements prepared from the historical IFRS group reporting packages prepared for the purpose of reporting to the WS Audiology Group. Although the entities comprising the hear.com group have been under control of the same parent entity and, with some exceptions, largely operated separately from the rest of the WS Audiology Group, the hear.com group was not organized as a distinct stand-alone group and did not prepare its own consolidated financial statements. Additionally, in the past, the WS Audiology Group has provided
 
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significant financing to the hear.com group. For these reasons, the audited combined financial statements and the other historical financial information included in this prospectus do not necessarily reflect what our results of operations, financial condition, cash flows or expenses would have been as a stand-alone company or indicate what they will be in the future.
The historical costs and expenses reflected in the hear.com group’s audited combined financial statements include an allocation for certain corporate functions historically provided by the WS Audiology Group, including insurance costs and information technology functions. These allocations are based on what the hear.com group and the WS Audiology Group consider to be reasonable reflections of the historical utilization levels of these functions required in support of the hear.com group’s business; however, we believe the costs of these functions on a stand-alone basis may differ from costs allocated historically.
The historical income taxes reflected in the hear.com group’s audited combined financial statements have been determined as if all entities comprising the hear.com group were separate tax-paying entities. For example, in the United States, hear.com, LLC has been a member of a tax group and income taxes have been levied at a higher tax group level. For purposes of the combined financial statements, tax expense for this entity has been computed on a stand-alone basis. We believe this method is reasonable for purposes of the combined financial statements; however, the tax impact may not reflect what they would have been as a stand-alone company or indicate what our income taxes will be in the future.
For more information on results of operations, financial condition and cash flows, refer to “Selected Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited combined financial statements and accompanying notes included elsewhere in this prospectus.
We will incur significant transaction and separation costs as a result of the Corporate Reorganization.
We expect to incur significant one-time transaction costs related to the Corporate Reorganization. These transaction costs include legal, tax advisory, and accounting fees and expenses and other related charges. We may also incur additional unanticipated transaction costs in connection with the Corporate Reorganization, including in connection with the TSA and our preparations for operating as a stand-alone business.
Risks Related to Our Common Shares, this Offering and Our Status as a Public Company
An active and liquid trading market for our common shares may not develop or be sustainable. If an active trading market does not develop, investors may not be able to resell their common shares at or above the initial public offering price and our ability to raise capital in the future may be impaired.
Prior to this offering, there has been no public market for our common shares. The initial public offering price for our common shares will be determined through negotiations with the underwriters. This price may not reflect the price at which investors in the market will be willing to buy and sell our common shares following this offering. Although we have applied to list our common shares on the Nasdaq Global Market, or Nasdaq, an active and liquid trading market for our common shares may never develop or, if developed, be maintained following this offering. If an active and liquid market for our common shares does not develop or is not maintained, the liquidity and market price of the common shares may be adversely affected and it may be difficult for you to sell common shares you purchase in this offering without depressing the market price for the common shares or at all. An inactive and illiquid trading market may also impair our ability to raise capital to continue to fund operations by selling common shares and may impair our ability to acquire other companies or technologies by using our common shares as consideration.
If you purchase common shares in this offering, you will suffer immediate dilution in the net tangible book value of your investment.
The initial public offering price of our common shares is higher than the net tangible book value per share of outstanding common shares prior to completion of this offering. Based on our net tangible book value as of December 31, 2020, upon the issuance and sale of                 common shares by us at an
 
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assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, if you purchase our common shares in this offering, you will suffer immediate dilution of approximately $        per share in net tangible book value. Dilution is the amount by which the offering price paid by purchasers of our common shares in this offering will exceed the pro forma net tangible book value per share of our common shares upon completion of this offering. If the underwriters exercise their option to purchase additional shares, you will experience further dilution. In addition, you will pay more for your common shares than the amounts paid by our existing owners. You may experience additional dilution upon future equity issuances or the exercise of share options to purchase common shares granted to our directors, executive officers and employees under our current and future share incentive plans. See “Dilution.”
The trading price of our common shares is likely to be highly volatile, which could result in substantial losses for purchasers of our common shares in this offering, and a decline in our share price and invite securities litigation against our company or our management.
Our share price is likely to be volatile. The stock market has experienced extreme volatility. This volatility often has been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common shares at or above the initial public offering price and you may lose some or all of your investment. The market price for our common shares may be influenced by many factors, including:

actual or anticipated fluctuations in our (quarterly) financial results or the (quarterly) financial results of companies perceived to be similar to us;

results of operations that vary from those of our competitors;

changes in the market’s expectations about our operating results and results of operations that vary from the expectations of securities analysts and investors;

the success of existing or new competitive products or technologies;

announcements by us or our competitors of significant contracts, new products, acquisitions, strategic partnerships, joint marketing relationships, joint ventures, collaborations or capital commitments;

operating and share price performance of other companies that investors deem comparable to us;

the recruitment or departure of key personnel;

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

sales or future sales of our common shares by us, our insiders or other shareholders, or the perception of such future sales;

short sales, hedging and other derivative transactions in our common shares;

changes in estimates or recommendations by securities analysts, if any, that cover our shares;

investor perceptions of the investment opportunity associated with our common shares relative to other investment alternatives;

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

the development and sustainability of an active and liquid trading market for our shares;

announcements relating to litigation and arbitration proceedings or regulatory action involving us;
 
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regulatory or legal developments in the United States and other countries, including changes to tax laws;

changes in accounting principles;

fluctuations in exchange rates;

general economic, industry and market conditions;

other events or factors, including those resulting from natural disasters, outbreaks of health epidemics and contagious diseases (including the COVID-19 pandemic), war, acts of terrorism or responses to these events; and

the other factors described in this “Risk Factors” section.
Any of these factors may materially adversely affect the market price of our common shares, regardless of our actual operating performance. The stock market in general, and Nasdaq in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these shares, and of our securities, may not be predictable. A loss of investor confidence in the market for the shares of other companies which investors perceive to be similar to us could depress the price of our securities regardless of our business, prospects, financial conditions or results of operations. In addition, price volatility may be greater if the public float and trading volume of our common shares are low. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
In the past, securities class action litigation has often been brought against a company and its management following periods of market volatility and a decline in the market price of the company’s securities. Such litigation, if instituted against us, could cause us or members of our management to incur substantial costs and divert management’s attention and resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such securities class action litigation, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our business, financial condition and results of operations.
Future sales, or the perception of future sales, of common shares by us or our existing shareholders following this offering could cause the market price for our common shares to decline.
After this offering, the sale of our common shares, or the perception that such sales could occur, could harm the prevailing market price of our common shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Upon consummation of this offering, we will have a total of                 common shares outstanding. All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (“Rule 144”), including our directors, executive officers and other affiliates (including our principal shareholders), which may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale,” and any common shares purchased in our directed share program which are subject to the lock-up agreements described in “Underwriters.”
The                 common shares held by the Parent and certain of our directors, executive officers and employees immediately following the consummation of this offering will represent approximately        % of our total outstanding common shares following this offering (which, in either case, do not include any shares that may be purchased by these holders through our directed share program), based on the number of shares outstanding as of December 31, 2020 (after giving effect to the Recapitalization and the Corporate Reorganization). Such shares will be “restricted securities” within the meaning of Rule 144 and subject to
 
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certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in “Shares Eligible for Future Sale.”
In connection with this offering, we, our directors and executive officers, and the Parent, have agreed with the underwriters, subject to certain exceptions, (i) not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares beneficially owned or any other securities so owned convertible into or exercisable or exchangeable for common shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares, in each case during the period ending 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. See “Shares Eligible for Future Sale—Lock-Up Agreements.” for a description of these lock-up agreements.
Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional                 shares will be eligible for sale in the public market, of which                 are held by our directors, executive officers and the Parent and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares covered by registration rights would represent approximately        % of our outstanding common shares (or        %, if the underwriters exercise in full their option to purchase additional common shares). Registration of any of these outstanding common shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”
As restrictions on resale end or if these shareholders exercise their registration rights, the market price of our common shares could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common shares or other securities.
Future offerings of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common shares.
We may require further capital in the future to finance our business operations and planned growth. Therefore, we may seek to raise capital through offerings of debt securities (possibly including convertible debt securities) or additional offerings of equity securities. An issuance of additional equity securities or securities with a right to convert into equity, such as convertible bonds or warrant bonds, could adversely affect the market price of our common shares and would dilute the economic and voting interests of shareholders if made without granting subscription rights to existing shareholders. Because the timing and nature of any future offering would depend on market conditions and other factors beyond our control, it is not possible to predict or estimate the amount, timing, or nature of future offerings. Purchasers of our common shares in this offering bear therefore the risk of our future offerings reducing the market price of our common shares and diluting their ownership interest in us. In addition, the exercise of shares options to purchase common shares granted to our directors, officers and employees under our current and future share incentive plans could lead to a dilution of the economic and voting interests of existing shareholders. See “Dilution.” Furthermore, a proposal to the shareholder meeting to take any of the abovementioned measures with dilutive effects on the existing shareholdings, or any announcement thereof, could adversely affect the market price of our common shares.
In the future, we may also issue our securities in connection with investments or acquisitions. The amount of our common shares issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding common shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.
Shareholders in jurisdictions outside the Netherlands may not be able to participate in future issues of our common shares unless we decide to take additional steps to comply with applicable local laws and regulations of such jurisdictions.
In the case of certain offerings of additional equity capital our existing shareholders are generally entitled under Dutch law to full preemptive rights, unless such rights are specifically excluded either by a resolution of
 
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the general meeting of shareholders or by a resolution of the board of directors (if the board of directors has been designated by the general meeting of shareholders for this purpose). See “Description of Share Capital and Articles of Association—Comparison of Dutch Corporate Law and Our Articles of Association and U.S. Corporate Law—Preemptive Rights.” Shareholders outside the Netherlands may however not be able to exercise preemptive rights in accordance with applicable local laws and jurisdictions. For example, shareholders in the United States may not be able to exercise preemptive rights unless the common shares to be issued upon exercise of such rights are registered under the Securities Act or are subject to an exemption from registration under the Securities Act. We cannot assure any shareholders outside the Netherlands that steps will be taken to enable them to exercise preemptive rights, or to permit them to receive any proceeds or other amounts relating to preemptive rights.
We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.
We are a holding company with no material direct operations. Following the completion of the offering and the Corporate Reorganization, audibene GmbH (Germany), hear.com USA Parent LLC (United States), Soundrise Hearing Solutions Private Limited (India) and Hear.com Korea Limited (South Korea), together with their respective subsidiaries, will own substantially all of our operating assets. As a result, we are dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us. If we are unable to obtain funds from our subsidiaries, we may be unable to meet our financial obligations.
Our common shares are subordinate to all other securities and claims, including our existing and future indebtedness, and you may lose some or all of your investment.
Our common shares will rank junior to all other securities and to other non-equity claims against us and our assets, including our existing and future indebtedness, available to satisfy claims against us, including in a liquidation. In the event of a liquidation, you may lose some or all of your investment.
We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment.
Although we currently intend to use the net proceeds from this offering in the manner described in the section titled “Use of Proceeds” in this prospectus, our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common shares. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. The failure by our management to apply these funds effectively could result in financial losses that could harm our business, and may cause the price of our common shares to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
As a “foreign private issuer” under the rules and regulations of the SEC, we are not subject to U.S. proxy rules and are permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer.”
We are considered a “foreign private issuer” as such term is defined in Rule 405 of Regulation C under the Exchange Act. We are therefore exempt from certain rules under the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are
 
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required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Moreover, we currently prepare our financial statements in accordance with IFRS as issued by the IASB. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS as issued by the IASB. Foreign private issuers are also exempt from Regulation Fair Disclosure, which imposes restrictions on the selective disclosure of material information. In addition, our directors, officers, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Accordingly, if you continue to hold our securities, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers and receive less or different information about us than you would receive about a U.S. domestic public company.
We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.
We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities are directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a “foreign private issuer” in the future, we would no longer be exempt from the rules under the Exchange Act applicable to foreign private issuers and, among others, would be required to comply with all of the periodic disclosure, current reporting requirements and proxy solicitation rules of the Exchange Act applicable to U.S. domestic issuers and would be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements, which are more detailed and extensive than the requirements for foreign private issuers, and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled. The regulatory and compliance costs to us if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. These rules and regulations could also make it more difficult for us to attract and retain qualified directors. In addition, we might also be required to make changes in our corporate governance practices in accordance with various SEC and stock exchange rules.
As a foreign private issuer and as permitted by the listing requirements of Nasdaq, we follow certain home country governance practices rather than the corporate governance requirements of Nasdaq.
We are considered a “foreign private issuer” under the Exchange Act. As a result, in accordance with the listing requirements of Nasdaq we will rely on home country governance requirements and certain exemptions thereunder rather than relying on the corporate governance requirements of Nasdaq. In accordance with Dutch law and generally accepted business practices, our Articles of Association do not provide quorum requirements generally applicable to general meetings of shareholders. To this extent, our practice varies from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. Although we must provide shareholders with an agenda and other relevant documents for the general meeting of shareholders, Dutch law does not have a regulatory regime for the solicitation of proxies and the solicitation of proxies is not a generally accepted business practice in the Netherlands, thus our practice will vary from the requirement of Nasdaq Listing Rule 5620(b). As permitted by the listing requirements of Nasdaq, we have also opted out of the requirements of Nasdaq Listing Rule 5605(d), which requires, among other things, an issuer to have a compensation committee that consists entirely of independent directors, Nasdaq Listing Rule 5605(e), which requires independent director oversight of director nominations, and Nasdaq Listing Rule 5605(b)(2), which requires an issuer to have a majority of independent directors on its board. We also intend to rely on the phase-in rules of the SEC and Nasdaq with respect to the independence of our audit committee. These rules require that all members of our audit committee must meet the independence standard for audit committee members within one year of the effectiveness of the registration statement of which this
 
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prospectus forms a part. In addition, we have opted out of shareholder approval requirements, as included in Nasdaq Listing Rules, for the issuance of securities in connection with certain events such as the acquisition of shares or assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of control of us and certain private placements. To this extent, our practice varies from the requirements of Nasdaq Rule 5635, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events. For an overview of our corporate governance principles, see “Description of Share Capital and Articles of Association—Corporate governance.” Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to these Nasdaq requirements.
Nasdaq may not continue to list our common shares on its exchange, which could limit the ability of investors to make transactions in our common shares and subject us to additional trading restrictions.
To continue listing our securities on Nasdaq, we are required to demonstrate compliance with Nasdaq’s continued listing requirements. There can be no assurance that we will be able to meet Nasdaq’s continued listing requirement or maintain other listing standards. If our common shares are delisted by Nasdaq, and it is not possible to list our common shares on another national securities exchange, we expect our common shares to be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

a less liquid trading market for our common shares;

more limited market quotations for our common shares;

determination that our common shares are “penny stocks” that requires broker to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common shares;

more limited research coverage by securities analysts;

loss of reputation;

more difficult and more expensive equity financings in the future; and

decreased ability to issue additional securities or obtain additional funding in the future.
The U.S. National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our common shares remain listed on Nasdaq, such shares will be covered securities. Although U.S. states are preempted from regulating the sale of our common shares, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. If our securities were no longer listed on Nasdaq and therefore not “covered securities,” we would be subject to regulation in each state in which we offer our securities.
We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common shares may be less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including:

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s discussion and analysis of financial condition and results of operations” disclosure in this prospectus;

not being required to comply with the auditor attestation requirements of Section 404 of SOX in the assessment of our internal control over financial reporting, which would otherwise be applicable beginning with the second annual report following consummation of the offering;
 
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We cannot predict if investors will find our common shares less attractive because we will rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the consummation of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that are held by non-affiliates exceeds $700 million as of the last day of the second financial quarter of such financial year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations, such as U.S. and Dutch laws and regulations, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect that we will need to hire additional accounting, finance and other personnel or engage outside consultants in connection with our becoming, and our efforts to comply with the requirements of being, a public company and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to us as a public company may make it more difficult and more expensive for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, its committees, or as executive officers.
We are currently evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, fines, sanctions and other regulatory action and potentially civil litigation.
If we fail to implement effective internal controls over financial reporting, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial and other public information and have a negative effect on the trading price of our common shares.
We have been a private company since our inception and, as such, we have not had the internal control and financial reporting requirements that are required of a publicly-traded company. As a private company,
 
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we had limited accounting personnel and other resources to address our internal controls. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. We cannot assure you that the robust internal control and financial reporting requirements we will adopt as the result of being a public company will not lead to the discovery of past or future control deficiencies in our financial reporting. Any failure to identify and remediate past control deficiencies, or to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.
Upon the completion of this offering, we will become a public company in the United States subject to SOX. Section 404(a) of SOX (“Section 404”) requires management of public companies to develop and implement internal controls over financial reporting and evaluate the effectiveness thereof. We will be required to disclose changes made in our internal controls and procedures and our management will be required to assess the effectiveness of these controls annually. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal controls over financial reporting. In particular, we will be required to furnish a report by management on, among other things, the effectiveness and any material weaknesses of our internal control over financial reporting beginning with our annual report on Form 20-F for the year ended September 30, 2022. However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of SOX, which would otherwise be applicable beginning with the second annual report following consummation of this offering. We could be an “emerging growth company” for up to five years after this offering. An independent assessment of the effectiveness of our internal controls by our registered public accounting could detect past or future problems that our management’s assessment might not. Any testing by us conducted in connection with Section 404 of SOX, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify areas for further attention or improvement. In particular, undetected past or future material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation and the trading price of our common shares may suffer. We may also not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 or may not be able to remediate some of the identified deficiencies in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404.
The process of designing, implementing and maintaining effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we fail to design, implement and maintain effective internal controls and financial reporting procedures, it could severely inhibit our ability to accurately report our results of operations and result in material misstatements in our financial statements, impair our ability to raise revenue, subject us to regulatory scrutiny and sanctions and cause investors to lose confidence in our reported financial information, which in turn could have a negative effect on our business and the trading price of our common shares. Additionally, ineffective internal control over financial reporting could result in deficiencies that are deemed material weaknesses, and any such material weaknesses could result in our failure to detect a material misstatement of our annual or quarterly consolidated financial statements or disclosures. Ineffective internal control over financial reporting could also expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, civil or criminal sanctions and lawsuits. In addition, our internal controls over financial reporting will not prevent or detect all errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
We do not anticipate paying any cash dividends on our common shares in the foreseeable future. Accordingly, shareholders must rely on capital appreciation, if any, for any return on their investment.
We have never declared nor paid cash dividends on our common shares. We currently plan to retain all of our future earnings, if any, to finance the operation, development and growth of our business. In addition, the
 
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terms of any future debt or credit agreements and any restrictions imposed by applicable law may preclude us from paying dividends. As a result, capital appreciation, if any, of our common shares will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase our common shares.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
The trading market for our common shares will likely depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We do not currently have research coverage, and there can be no assurance that analysts will cover us, or provide favorable coverage. Securities or industry analysts may elect not to provide research coverage of our common shares after this offering, and such lack of research coverage may negatively impact the market price of our common shares. In the event we do have analyst coverage, if one or more analysts downgrade our common shares, change their opinion of our common shares or publish inaccurate or unfavorable research about our business, our share price would likely decline. In addition, if one or more analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. While we expect research analyst coverage of our common shares, if no analysts commence coverage of our shares, the trading price and volume for our common shares could be adversely affected.
Upon the consummation of this offering, we will be a Dutch public company with limited liability (naamloze vennootschap). The rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions and may not protect investors in a similar fashion afforded by incorporation in a U.S. jurisdiction.
Upon the consummation of this offering, we will be a public company with limited liability (naamloze vennootschap) organized under the laws of the Netherlands. Our corporate affairs are governed by our Articles of Association and by the laws governing companies incorporated in the Netherlands. A further summary of applicable Dutch company law and our Articles of Association is contained in this prospectus under “Description of Share Capital and Articles of Association.” However, there can be no assurance that Dutch law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the United States, which could adversely affect the rights of investors.
The rights of shareholders and the responsibilities of directors under Dutch law may be different from the rights and obligations of shareholders and directors in companies governed by the laws of U.S. jurisdictions. In the performance of their duties, our executive officers and board of directors are required by Dutch law to consider the interests of our company, its shareholders, its employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder. See “Description of Share Capital and Articles of Association—Comparison of Dutch Corporate Law and our Articles of Association and U.S. Corporate Law—Corporate Governance.”
Provisions in our organizational documents or Dutch corporate law might delay or prevent acquisition bids for us or other change of control transactions that might be considered favorable.
Under Dutch law, various protective measures to prevent change of control transactions are possible and permissible within the boundaries set by Dutch corporate law and Dutch case law. Certain provisions of our organizational documents may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a shareholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common shares.
These provisions provide for, among other things:

the authorization by the general meeting of shareholders to our board of directors (granted for a period not exceeding five years in line with our Articles of Association) that preferred shares may be
 
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issued by our board of directors to dilute the interest of any potential acquirer. Such preferred shares may be issued upon payment of at least 25% of their nominal value and they may be issued to a friendly party;

a provision that our directors may only be removed at the general meeting of shareholders by a two-thirds majority of the votes cast representing more than 50% of our outstanding share capital if such removal is not proposed by our board of directors;

our directors being appointed on the basis of a binding nomination by our board of directors, which can only be overruled by the general meeting of shareholders by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital (in which case the board of directors may draw up a new nomination);

requirements that certain matters, including an amendment of our Articles of Association, may only be brought to our shareholders for a vote upon a proposal by our board of directors;

a provision that special meetings may be called only by our board of directors, and not by shareholders generally (subject to the Dutch law requirement that holders of 10% of our issued shares may call a special meeting);

a provision that shareholders’ resolutions may be adopted in writing without holding a meeting of shareholders, only when, among other things, all shareholders entitled to vote have cast their vote in favor of the proposal concerned;

a provision that in principle our board of directors (and not our shareholders) may (i) schedule the date of the annual meeting and (ii) provide written notice of the date of the annual meeting;

a provision that, consistent with Dutch law, holders representing at least 3% of our issued shares must give advance notice of not less than 60 calendar days to bring business before an annual or special meeting of shareholders;

to the extent permitted under Dutch law, our directors being permitted to adopt, amend or repeal our governing documents without seeking shareholder approval; and

a forum-selection clause designating the Netherlands as the exclusive forum for hearing disputes, including shareholder derivative actions (other than actions brought to enforce a duty or liability created by United States federal securities laws).
These provisions could make it more difficult or less attractive for a third-party to acquire us or a controlling stake in us, even if the third-party’s offer may be considered beneficial by many of our shareholders. As a result, our shareholders may be limited in their ability to obtain a premium for their shares. See “Description of Share Capital and Articles of Association.”
Our Articles of Association will provide that the competent courts of Amsterdam, the Netherlands will be the sole and exclusive forums for certain shareholder litigation matters, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our current and former directors, officers, employees or shareholders.
Our Articles of Association will provide that, unless we otherwise consent in writing to the selection of an alternative forum, the competent courts of Amsterdam, the Netherlands shall be the sole and exclusive forum for any dispute between (i) any person holding our common shares or an interest in our common shares and (ii) us, any of our directors, officers or employees (including any of our former directors, former officers or former employees to the extent the dispute arises from such director, officer or other employee’s acts or omissions while serving as our director, officer or employee), in each case (a) whether such dispute relates to the Articles of Association or otherwise and (b) provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder; however, there is uncertainty as to whether a court would enforce such provision for any cause of action under the Securities Act, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in our common shares shall be deemed to have notice of and consented to the forum provisions in our Articles of Association.
 
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These choice of forum provisions may limit a shareholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for disputes with us or any of our directors, officers or other employees which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions that will be contained in our Articles of Association to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Provisions in our organizational documents and Relationship Agreement or Dutch corporate law might prevent, delay or frustrate any attempt to replace or remove the members of our board of directors.
Certain provisions of our organizational documents and Relationship Agreement or Dutch corporate law may make it more difficult for a shareholder or a third party to effect a change in our board of directors. These provisions include: a provision that our directors are appointed on the basis of a binding nomination prepared by our board of directors, which can only be overruled by a two-thirds majority of the votes cast representing more than 50% of our issued share capital; a provision that our directors may only be removed by the general meeting of shareholders by a two-thirds majority of the votes cast representing more than 50% of our issued share capital (unless the removal is proposed by the board in which case a simple majority of the votes can be sufficient); and a requirement that certain matters, including an amendment of our Articles of Association, may only be brought to our shareholders for a vote upon a proposal by our board of directors. We also expect that our Relationship Agreement will provide that, following the completion of this offering, our board of directors will initially consist of nine directors, of which (i) three directors will qualify as independent directors under the Exchange Act, the Listing Rules and the DCGC, and will be designated by WS Audiology; (ii) two directors will be members of our management and will be designated by WS Audiology; and (iii) for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 40% in voting power of our share capital, four directors will be designated by WS Audiology (the directors mentioned under (iii) collectively, the “Designated Directors”). The two members of management appointed as directors will initially be the only executive directors on the board and the remaining directors will initially be the non-executive directors. Additionally, we expect that our Relationship Agreement will provide that the two directors who are members of management and the Designated Directors will be required to resign upon request from WS Audiology and that, for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 50% in voting power of our share capital, members of our board of directors will be required to resign upon a written request by shareholders holding more than 50% of our issued and outstanding share capital. See “Certain Relationships and Related Party Transactions—Relationship Agreement.”
We are indirectly controlled by WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor, whose interests may be different than the interests of other holders of our common shares.
Upon the completion of this offering, WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor will indirectly own approximately        % of our outstanding common shares, or approximately        % if the underwriters exercise in full their option to purchase additional shares. WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor, are indirect shareholders of the Parent. As a result, they are able to indirectly control actions taken by us, including, the nomination of a majority of the members of our board of directors, the election and removal of directors, future issuances of our common shares or other securities, the payment of any dividends on our common shares, amendments to our organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness, any incurrence of liens on our assets or other significant corporate transactions. See “Principal and Selling Shareholders” elsewhere in this prospectus for more information regarding the ownership of our common shares.
The interests of WS Audiology, the EQT Investors and the T&W Investor may be materially different than the interests of our other stakeholders. For example, they may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such
 
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transactions might involve risks to you. In addition, to the extent that WS Audiology, the EQT Investors and the T&W Investor acquired an interest in our common shares at prices substantially below the price at which shares are being sold in this offering and have held their shares for a longer period, they may be more interested in selling our company to an acquirer than to other investors, or they may want us to pursue strategies that deviate from the interests of other shareholders. WS Audiology, the EQT Investors and the T&W Investor may also cause us to pay dividends rather than make capital expenditures or repay any future debt. EQT and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. We expect that our Relationship Agreement will provide that none of WS Audiology, EQT, the T&W Investor or any of their respective affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. WS Audiology, the EQT Investors and the T&W Investor also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
So long as WS Audiology and its controlling shareholders, the EQT Investors and the T&W Investor, continue to indirectly own a significant amount of our outstanding common shares, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions. For example, so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 50% in voting power of our share capital, they will indirectly be able to determine the outcome of matters requiring shareholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your common shares as part of a sale of our company and ultimately might affect the market price of our common shares.
We may have potential business conflicts of interest with the WS Audiology Group with respect to our past and ongoing relationships with WS Audiology as our majority shareholder.
Real or apparent conflicts of interest may arise between the WS Audiology Group and us in a number of areas relating to our past and ongoing relationships of WS Audiology as our majority shareholder, including:

supply arrangements;

intellectual property matters;

business combinations involving our company;

entry into arms-length commercial transactions; and

other matters affecting both us and the WS Audiology Group.
In addition, certain members of hear.com management have made investments in the WS Audiology Group. As a result of these individuals’ ownership interest in the WS Audiology Group and the WS Audiology Group’s majority ownership of hear.com, conflicts of interest could arise and result in action or inaction that is detrimental to our business or could harm the implementation of our business strategy.
We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.
We are not obligated to and do not comply with all the best practice provisions of the Dutch Corporate Governance Code. This may affect your rights as a shareholder.
Upon the consummation of this offering, we will be a Dutch public company with limited liability (naamloze vennootschap) and we will be subject to the Dutch Corporate Governance Code (“DCGC”). The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including Nasdaq. The DCGC contains both principles and best practice provisions that regulate (i) relations between the board of directors and the shareholders (such as the general meeting of shareholders), (ii) accounting and auditing, (iii) disclosure and (financial) reporting and (iv) compliance and
 
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enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the provisions of the DCGC. If they do not comply with those provisions (for example, because of a conflicting Nasdaq requirement), the company is required to give the reasons for such non-compliance.
We acknowledge the importance of good corporate governance. The board of directors agrees with the general approach and with the majority of the provisions in the DCGC. However, considering our interests and the interests of our stakeholders, there are a limited number of best practice provisions we do not apply either because such provisions conflict with or are inconsistent with the corporate governance rules of Nasdaq that apply to us, or because such provisions do not reflect best practices of global companies listed on Nasdaq. See “Description of Share Capital and Articles of Association.” This may affect your rights as a shareholder and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC.
The ability of shareholders to bring actions or enforce judgments against us or our directors and executive officers may be limited. Claims of U.S. civil liabilities may not be enforceable against us.
We are incorporated under the laws of the Netherlands and the majority of our directors reside outside the United States. The majority of our assets and those of our directors are located outside the United States. It may not be possible for investors to effect service of process within the United States upon us or our non-U.S. resident directors or executive officers or to collect and enforce judgments obtained against us or them in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.
If a judgment is obtained in a U.S. court against us or our directors you will need to enforce such judgment in jurisdictions where we or the relevant director has assets. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against our assets or the assets of our directors.
There is currently no treaty between the United States and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically be recognized or enforceable in the Netherlands unless the underlying claim is relitigated before a Dutch court of competent jurisdiction. Under current practice, however, a Dutch court will generally, subject to compliance with certain procedural requirements, recognize and give effect to the judgment if such judgment (i) is a final judgment and has been rendered by a court which has established its jurisdiction on the basis of internationally accepted grounds of jurisdiction, (ii) has not been rendered in violation of principles of proper procedure (behoorlijke rechtspleging), (iii) is not contrary to the public policy of the Netherlands, and (iv) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgment is capable of being recognized in the Netherlands. Dutch courts may deny the recognition and enforcement of punitive damages or other awards. If a Dutch court upholds and regards as conclusive evidence the final judgment of the U.S. court, the Dutch court will generally grant the same judgment without litigating again on the merits.
Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities.
Dutch civil procedure differs substantially from U.S. civil procedure in a number of respects. Insofar as the production of evidence is concerned, U.S. law and the laws of several other jurisdictions based on common
 
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law provide for pre-trial discovery, a process by which parties to the proceedings may prior to trial compel the production of documents by adverse or third parties and the deposition of witnesses. Evidence obtained in this manner may be decisive in the outcome of any proceeding. Such pre-trial discovery process does not exist under Dutch law. In the event directors or other third parties are liable towards a Dutch company, only the company itself can bring a civil action against those parties. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third party to the company also constitutes a tortious act directly against a shareholder, such shareholder has an individual right of action against such third party in its own name. The Dutch Civil Code does provide for the possibility to initiate such actions collectively and a foundation or an association whose objective is to protect the rights of a group of persons having similar interests can institute a collective action. The collective action itself does not result in an order for payment of monetary damages but may only result in a declaratory judgment (verklaring van recht). To obtain compensation for damages, individual claimants can base their claim on the declaratory judgment obtained by the foundation or association but they still need to individually sue the defendant for damages. Alternatively, in order to obtain compensation for damages, the foundation or association and the defendant may reach—often on the basis of such declaratory judgment—a settlement. A Dutch court may declare the settlement agreement binding upon all injured parties with an opt-out choice for an individual injured party. An individual injured party may also itself institute a civil claim for damages.
Based on the lack of a treaty as described above, U.S. investors may not be able to enforce against us or directors and executive officers who are residents of or possessing assets in the Netherlands or other countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws. Moreover, in light of recent decisions of the Supreme Court of the United States, our actions may not be subject to the civil liability provisions of U.S. federal securities laws.
Dutch and European insolvency laws are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency laws.
As a company with its registered office in the Netherlands, we are subject to Dutch insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Regulation (EU) 2015/848 of the European Parliament and of the Council of May 20, 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us and any conflict between insolvency laws could adversely affect the ability of our shareholders to enforce their rights. Insolvency laws in the Netherlands or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.
Risks Related to Taxation
It is intended that hear.com N.V. will operate so as to be treated exclusively as a resident of the Netherlands for tax purposes, but the tax authorities of another jurisdiction may treat it also as a resident of another jurisdiction for tax purposes.
It is intended that hear.com N.V., as from its incorporation, for tax purposes will be treated as a resident of the Netherlands only. This includes tax residency for Dutch corporate income tax, Dutch dividend withholding tax and tax treaty purposes. However, we cannot exclude that a jurisdiction other than the Netherlands may treat hear.com N.V. as a resident of that other jurisdiction for tax purposes.
A company that is incorporated under the laws of the Netherlands is generally deemed to be a resident of the Netherlands for Dutch corporate income tax purposes and Dutch dividend withholding tax purposes based on domestic Dutch tax law (the “Incorporation Fiction”). However, the Incorporation Fiction does not apply for the purpose of certain specific regulations, such as the Dutch participation exemption regime.
In principle, an entity is considered tax resident of the Netherlands for bilateral tax treaty purposes if that entity is considered tax resident of the Netherlands based on domestic Dutch tax law. As such, hear.com N.V.
 
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is in principle also tax resident of the Netherlands for bilateral tax treaty purposes based on the Incorporation Fiction. However, a jurisdiction other than the Netherlands can simultaneously claim that hear.com N.V. is tax resident of that other jurisdiction, for example if hear.com N.V. is effectively managed from that other jurisdiction. As such, both the Netherlands and the other jurisdiction may treat hear.com N.V. as a domestic tax resident (“dual residency”). If the Netherlands and the other jurisdiction concluded a bilateral tax treaty to avoid double taxation, such tax treaty typically contains rules to determine whether hear.com N.V. is tax resident in either the Netherlands or in the other jurisdiction for treaty purposes. Such determination provision is typically either (i) a tie-breaker provision that assigns exclusive tax residency to the jurisdiction where hear.com N.V. is effectively managed or (ii) a mutual agreement procedure based on which the jurisdictions involved must agree in which of either jurisdiction hear.com N.V. is exclusively resident for treaty purposes. In case of a mutual agreement procedure, some bilateral tax treaties provide that the treaty is not applicable until the Netherlands has reached agreement with the other jurisdiction on the tax residency of a dual-resident entity. As such, the entity could remain tax resident in both the Netherlands and the other jurisdiction until the Netherlands and the other jurisdiction reached an agreement.
Under most bilateral tax treaties, the jurisdiction where a company is effectively managed typically plays an important role—or is even decisive—for the assessment to which jurisdiction tax residency of a dual-resident entity is assigned. To assess from which jurisdiction a company is effectively managed, all facts and circumstances should be taken into account.
hear.com N.V. intends to set up operations in such manner that it would not be regarded as a tax resident of any jurisdiction other than the Netherlands. However, we cannot assure you that its tax residence in the Netherlands will not be challenged by the relevant tax authorities in the Netherlands or by the tax authorities in any other jurisdiction (for domestic law purposes of such other jurisdiction or for the purposes of any applicable tax treaty (notably, any applicable tax treaty with the Netherlands) or otherwise).
As mentioned above, all facts and circumstances should be taken into account when assessing where hear.com N.V. is effectively managed. As such, no assurance can be provided with respect to hear.com N.V.’s tax residency. In any case, all important management decisions should be prepared and made in the Netherlands.
A failure to achieve or maintain sole tax residency in the Netherlands could result in significant adverse tax consequences for hear.com N.V., its subsidiaries and hear.com N.V.’s shareholders that are described in the section entitled “Certain Tax Considerations―Certain Dutch Tax Considerations.” The impact of this risk on the taxation of hear.com N.V.’s shareholders would differ based on the views taken by each relevant jurisdiction.
hear.com N.V. may not be eligible for treaty benefits based on bilateral tax treaties between the Netherlands and other jurisdictions.
It is intended that hear.com N.V. will be eligible for benefits under the bilateral tax treaties entered into between the Netherlands and other jurisdictions, notably the United States, Germany, India and South Korea. To be eligible for tax treaty benefits, hear.com N.V. must first of all be tax resident of the Netherlands for the purpose of the applicable treaty. However, other requirements provided in the applicable tax treaty must be satisfied as well. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”) may modify, if applicable, such requirements. For example, the MLI introduces a “principal purpose test” clause, based on which treaty benefits can be denied if obtaining tax treaty benefits was the principal purpose or one of the principal purposes of the structure or transaction. Furthermore, the facts and circumstances relating to hear.com N.V.’s management and operations and the interpretation by relevant tax authorities and courts are relevant for the eligibility of hear.com N.V. for tax treaty benefits.
If hear.com N.V. is not eligible for benefits under the relevant tax treaties between the Netherlands and other jurisdictions, significant adverse tax consequences could arise to hear.com N.V., its subsidiaries and hear.com N.V.’s shareholders. Furthermore, the tax consequences described in the section entitled “Certain
 
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Tax Considerations―Certain Dutch Tax Considerations” may be different if hear.com N.V. is not eligible for benefits under the relevant tax treaties between the Netherlands and other jurisdictions.
We may be or become a passive foreign investment company, or a PFIC, which could result in adverse U.S. tax consequences to U.S. holders of our common shares.
In general, we will be a PFIC for U.S. federal income tax purposes for any taxable year in which:

at least 75% of our gross income is passive income; or

at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a PFIC for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the expected market value of our common shares, a decrease in the price of our common shares may also result in our becoming a PFIC.
If we were a PFIC, such characterization could result in adverse U.S. federal income tax consequences to you if you are a U.S. holder of our common shares. For example, if we are or become a PFIC, U.S. holders of our common shares may become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. For more information on PFICs, see “Certain Tax Considerations—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company.”
 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “targets,” “projections,” “should,” “could,” “would,” “may,” “might,” “will,” and other similar expressions. These forward-looking statements are contained throughout this prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
We base these forward-looking statements or projections on our current expectations, plans and assumptions, which we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at this time. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections contained in this prospectus are subject to and involve risks, uncertainties and assumptions, and therefore you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results, and therefore actual results might differ materially from those expressed in the forward-looking statements and projections. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect. Factors that might materially affect such forward-looking statements and projections include:

our ability to conduct operations in many different jurisdictions;

our ability to achieve broad market education and to change consumer perception and purchasing habits, and to innovate in a relatively mature industry;

our ability to attract, acquire and retain consumers in a cost-effective manner;

actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements;

security incidents, data breaches, and unauthorized access to data, including personal information and protected health information;

our ability to attract, develop, motivate and retain well-qualified employees, and to prevent former key employees from competing in the hearing care space;

our ability to maintain our corporate culture;

increasing competition as a result of vertical integration of manufacturers and competition from non-specialty retailers;

our ability to maintain the satisfaction of the hearing care community;

capacity constraints in our partner provider network;

the impact of any future litigation on our business;

accelerated consolidation and formation of hearing aid purchasing groups;

deteriorating payment behavior of customers that utilize payment plans;

our ability to successfully anticipate product returns, repairs and replacement;

the formation of workers’ councils in jurisdictions in which we operate;

the occurrence of natural disasters and epidemic diseases, such as the recent COVID-19 pandemic;

changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies;
 
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our ability to effectively use social media, emails and text messages;

any technical, legal or other restrictions on the sending of email, mail or other messaging channels;

any failure or significant disruptions of our information technology systems and those of our third-party vendors, contractors and consultants;

fluctuations in our tax obligations and effective tax rate;

the ability of third party hearing aid manufacturers to meet their delivery obligations;

our ability to maintain and scale our network and mobile infrastructure;

the ability of third-party platforms such as the Apple App Store and Google Play App Store to distribute our platform and offerings;

our ability to avoid customer confusion about hearing aid product features and technologies;

our ability to successfully execute on our growth initiatives, business strategies or operating plan;

our ability to establish, maintain and enforce our intellectual property and proprietary rights;

our ability to protect the confidentiality of our trade secrets;

our ability to continue the use of our domain names and to prevent third parties from acquiring and using name names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks;

our ability to license rights to use technologies on reasonable terms;

changes in laws, rules and policies governing the provision of professional audiology services, fee splitting and/or audiology board oversight;

the impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending;

actions by our controlling shareholders;

any inability to design, implement, and maintain effective internal controls when required by law;

the costs and management time associated with operating as a publicly traded company; and

the other factors discussed under “Risk Factors.”
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our common shares, investors should be aware that the occurrence of the events described under the caption “Risk Factors” and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and future financial performance.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
 
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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $        million from the sale of our common shares in this offering, based on an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses.
We intend to use the net proceeds received by us from this offering, as follows:

to repay in full existing shareholder loans owed to certain entities of the WS Audiology Group, which have a weighted average interest rate of 5.8% and scheduled maturity dates ranging from August 5, 2021 to July 19, 2023;

to repay the outstanding consideration owed to the Parent and certain of its direct and indirect subsidiaries in connection with our acquisition of the hear.com group as described under “Corporate Reorganization.” This outstanding consideration will be represented by intercompany loans owed to the WS Audiology Group (to the extent not capitalized in connection with the Corporate Reorganization); and

the remainder for general corporate purposes, including to fund further growth and execution of our business strategy and acquisitions.
Any proceeds received by the selling shareholder in the event the underwriters exercise the option to purchase additional common shares from the selling shareholder will be received directly by the selling shareholder.
To the extent we raise more (less) proceeds in this offering than currently estimated, we expect less (more) of the additional shareholder loans to be capitalized in connection with the Corporate Reorganization and that the remainder amount to be used for general corporate purposes will not change.
A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $        million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the assumed underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 100,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) our net proceeds from this offering by $                million.
 
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DIVIDEND POLICY
We currently do not expect to declare any dividends on our common shares in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare dividends in the future will be at the discretion of our board of directors, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition. In addition, because we are a holding company, our ability to pay dividends on our common shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries.
 
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CORPORATE REORGANIZATION
hear.com N.V. is a Dutch public company with limited liability (naamloze vennootschap) that has been incorporated for the purpose of this offering.
We expect that certain assets will be transferred, directly or indirectly, to hear.com N.V. prior to the consummation of this offering, including:

all shares in audibene GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung), which is currently our operating company in Germany and holds shares in certain entities that operate the hear.com business in other countries in which we are active;

all shares in hear.com, LLC, a Delaware limited liability company that operates the hear.com business in the United States;

all shares in Soundrise Hearing Solutions Private Limited, an Indian private limited company that operates the hear.com business in India;

all shares in Hear.com Korea Limited, a South Korean limited company (Yuhan Hoesa) that operates the hear.com business in South Korea; and

certain trademarks, domain names, and other assets currently owned by certain entities and employees of the WS Audiology Group.
In connection with such asset transfers, we expect that the cash pooling arrangements with the WS Audiology Group will be capitalized and that we will incur additional shareholder loans owed to the WS Audiology Group, which loans will be either capitalized or repaid with the use of proceeds from this offering.
In this prospectus, these assets are collectively referred to as the “hear.com group.” We refer to these transactions collectively as the “Corporate Reorganization.”
Additionally, following the Corporate Reorganization, hear.com N.V. will become the parent company of the hear.com group and our financial statements will be prepared and reported as the consolidated financial statements of hear.com N.V. See “Presentation of Financial Information.”
See “Certain Relationships and Related Party Transactions — Transitional Services Agreement” for a description of the transitional services agreement we expect to enter into in connection with the Corporate Reorganization.
 
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2020:

on an actual basis;

on a pro forma basis, giving effect to, the Recapitalization; and

on a pro forma as adjusted basis, giving effect to (i) the Recapitalization and the Corporate Reorganization and (ii) the issuance and sale by us of                 shares of our common shares in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (iii) the application of the net proceeds received by us from this offering to (a) repay the existing shareholder loans owed to certain entities of the WS Audiology Group and (b) repay the outstanding consideration owed to the WS Audiology Group as additional shareholder loans in connection with our acquisition of the hear.com group as described under “Corporate Reorganization,” in each case as described in “Use of Proceeds.”
You should read this table together with “Selected Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited combined financial statements and the related notes appearing elsewhere in this prospectus.
As of December 31, 2020
Actual
Pro Forma
Pro Forma
As Adjusted
(in thousands)
Cash and cash equivalents
3,230                
Long-term debt, including current portion of long-term debt:(1)
Shareholder loans owed to the WS Audiology Group
11,391 11,391
Cash pooling arrangements with the WS Audiology Group
126,593 126,593
Total long-term debt
137,984 137,984
Shareholders’ Equity:
Common shares, nominal value, €1.00 per share, 225,000 shares authorized, actual, 45,000 shares issued and outstanding, actual; common shares, nominal value €0.01 per share,              shares authorized, pro forma,       shares issued and outstanding, pro forma; common shares, nominal value €0.01 per share,       shares authorized, pro forma as adjusted,       shares issued and outstanding, pro forma as adjusted
Net assets attributable to the WS Audiology Group
(98,052) (98,052)
Currency translation differences
4,746
Total equity (deficit)
(93,306)
Total capitalization
44,678
(1)
Does not include (i) liabilities under lease obligations, which amounted to €5,950 million as of December 31, 2020 and (ii) the repayment or capitalization of the outstanding consideration owed to the Parent and certain of its direct and indirect subsidiaries as intercompany loans in connection with our acquisition of the hear.com group as described under “Corporate Reorganization” and “Use of Proceeds.”
To the extent we raise more (less) net proceeds in this offering then currently estimated, we expect less (more) of the additional shareholder loans to be capitalized in connection with the Corporate Reorganization and that the remainder amount of the net proceeds to be used for general corporate purposes will not change. See “Use of Proceeds.”
The number of shares of our common shares to be outstanding immediately after this offering is based on             shares outstanding as of December 31, 2020 (after giving effect to the Recapitalization and the Corporate Reorganization) and:
 
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assumes the issuance of         common shares to certain members of management in connection with the MPP Exchange; and

does not reflect         common shares available for future issuance under our 2021 Equity Plans, including up to         common shares we expect to award to certain employees (or their professional service corporations) in connection with this offering.
 
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DILUTION
If you invest in our common shares in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common shares and the net tangible book value per share of our common shares as adjusted to give effect to this offering. Dilution results from the fact that the per share offering price of the common shares is substantially in excess of the book value per share attributable to the common shares held by existing shareholders.
Our net tangible book value as of December 31, 2020 was approximately $5.2 million (€4.3 million) or $              per share (€            per share) on a pro forma basis after giving effect to the Recapitalization and the Corporate Reorganization. We calculate net tangible book value per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of common shares outstanding on a pro forma basis after giving effect to the Recapitalization and the Corporate Reorganization.
After giving effect to our sale of the common shares in this offering at an assumed initial public offering price of $         per share (€        per share), which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us and after giving effect to the application of the net proceeds from this offering as described under “Use of Proceeds,” our net tangible book value (deficit) as adjusted to give effect to this offering on December 31, 2020 would have been $        million (€         million), or $        per share (€        per share). This amount represents an immediate increase in net tangible book value of $        per share (€        per share) to existing shareholders and an immediate dilution in net tangible book value of $        per share (€        per share) to new investors purchasing shares in this offering at the initial public offering price.
The following table illustrates this dilution on a per share basis:
Initial public offering price per share
    
$     
Net tangible book value per share as of December 31, 2020 before giving effect to this offering
$
Net tangible book value per share as of December 31, 2020 before giving effect to this offering on a pro forma basis after giving effect to the Recapitalization and the Corporate Reorganization
$
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering
Net tangible book value (deficit) per share as adjusted to give effect to this offering
Dilution per share to new investors in this offering
$
Dilution is determined by subtracting net tangible book value per share of common shares as adjusted to give effect to this offering, from the initial public offering price per share of common shares.
The following table summarizes, on a pro forma basis as of December 31, 2020, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing shareholders and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing shareholders paid. The table below is based on                 common shares outstanding immediately after the consummation of this offering. The table below is based on an assumed initial public offering price of $        per share (€         per share), which is the midpoint of the price range set forth on the front cover of this prospectus, for shares purchased in this offering, assumes the issuance of                 common shares to be issued to certain members of our management in connection with the MPP Exchange (assuming an initial public offering price
 
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of $     per share, which is the midpoint of the price range set forth on the cover of this prospectus) and excludes underwriting discounts and commissions and estimated offering expenses payable by us:
Shares Purchased
Total Consideration(1)
Average
Price Per
Share
Number
Percent
Amount
Percent
(in millions)
(in millions)
Existing shareholders
      
$        $       
New investors
Total
100.0% $ 100.0%
(1)
Assumes no exercise by the underwriters of their option to purchase up to               additional common shares from us.
If the underwriters were to fully exercise the underwriters’ option to purchase                 additional common shares, the percentage of our common shares held by existing shareholders would be        % of the aggregate number of common shares outstanding after this offering, and the percentage of our common shares held by new investors would be        % of the aggregate number of common shares outstanding after this offering.
Assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, excluding assumed underwriting discounts and estimated commissions and offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $        per share (€        per share), which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all shareholders by approximately $        million (€        million).
 
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SELECTED COMBINED FINANCIAL DATA
The following tables set forth the selected combined financial data for the periods and dates indicated.
The combined statements of comprehensive loss and cash flow data for the three months ended December 31, 2020 and 2019 and combined balance sheet data as of December 31, 2020 have been derived from our unaudited interim condensed combined financial statements included elsewhere in this prospectus. The combined statements of comprehensive loss and cash flow data for the years ended September 30, 2020 and 2019 and combined balance sheet data as of September 30, 2020 and 2019 have been derived from our audited combined financial statements included elsewhere in this prospectus.
The selected combined financial data set forth below should be read in conjunction with “Presentation of Financial Information,” “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited combined financial statements included elsewhere in this prospectus. The selected combined financial data in this section are not intended to replace our audited combined financial statements and the related notes, and are qualified in their entirety by the audited combined financial statements and the related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results in any future period.
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands)
Combined Statements of Comprehensive Loss Data:
Revenue
€      151,090
€      119,668
      45,655       34,482
Operating expenses
Cost of revenue, excluding depreciation
and amortization
(73,427)
(59,077)
(19,860) (16,645)
Marketing and selling expenses
(78,865)
(62,926)
(24,487) (18,985)
General and administrative expenses
(10,096)
(6,987)
(4,158) (2,286)
Depreciation and amortization
(5,516)
(3,526)
(1,825) (1,257)
Other operating income, net
301
198
195 249
Loss from operations
(16,513)
(12,650)
(4,480) (4,442)
Interest income
1,124
205
456 193
Interest expenses
(7,153)
(5,068)
(1,774) (1,466)
Other financial income (expenses), net
(439)
156
303 19
Loss before income taxes
(22,981)
(17,357)
(5,495) (5,696)
Income tax expense
(130)
(41)
(42) (17)
Net loss
€      (23,111)
€      (17,398)
      (5,537)       (5,713)
Year Ended September 30,
Three Months Ended December 31,
2020
2019
2020
2019
(in thousands)
Combined Statements of Cash Flow Data:
Net cash used in operating activities
      (16,661)       (9,596)       (3,519)       (5,989)
Net cash used in investing activities
(11,393) (5,177) (2,847) (1,836)
Net cash provided by financing activities
31,305 14,717 5,439 7,881
Effect of exchange rates on cash and cash equivalents
(60) (36) 36 (8)
Net increase (decrease) in cash and cash equivalents
3,191 (92) (891) 48
 
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As of September 30,
As of
December 31,
2020
2020
2019
(in thousands)
Combined Balance Sheet Data:
Cash and cash equivalents
      4,121       930       3,230
Trade receivables, net
30,377 25,094 30,389
Inventories, net
10,756 8,027 10,608
Intangible assets, net
12,573 7,875 13,872
Right-of-use assets, net
5,997 5,221 5,534
Total assets
83,222 56,826 84,857
Total current liabilities
33,886 24,242 34,961
Total non-current liabilities
139,433 103,476 143,202
Total liabilities
173,319 127,718 178,163
Total equity (deficit)
(90,097) (70,892) (93,306)
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with “Selected Combined Financial Data,” the condensed combined financial statements and the related notes thereto and the combined financial statements and the related notes thereto all included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”
Overview
At hear.com, we are on a mission to bring high quality hearing care to anyone, anywhere. Since our founding in 2012, we have grown rapidly to become the largest online provider of expert, medical-grade hearing care globally. We reimagined the hearing care delivery model and pioneered a digital platform that enables us to deliver a highly engaging, end-to-end customer experience, which we call our Hearing Success Program.
We first meet our consumers online before engaging with them telephonically to provide individualized advice on hearing care, dispel any misconceptions and generate excitement. Once the consumer decides to continue with hearing tests and fittings, we meet them locally through our global network of over 5,000 handpicked clinic locations, which we refer to as our partner providers, or remotely through our proprietary Clinic-in-a-Box, which is our teleaudiology solution. Our data-driven approach to hearing care enables us to deliver a personalized experience and respond to customer needs in real time. Our continued investment in technology and data analytics is geared towards maximizing customer satisfaction, allowing us to connect with a broad unpenetrated base of consumers and redefine what it means to experience and treat hearing loss today.
Our Hearing Success Program is a consumer-centric approach that we believe differentiates us from traditional hearing care providers. This comprehensive program encompasses outreach, assessment, planning, facilitation, care coordination, evaluation and advocacy for options and services that are tailored to an individuals’ hearing care needs. Our first contact with potential customers begins with our targeted digital marketing approach and the strategic placement of advertisements in a wide range of digital channels. These advertisements are designed to redirect potential customers to our online platform where we encourage them to engage through one of approximately 360 tailored versions of our website, which in the aggregate attracted over 70 million visits in 2020. Customers are then contacted telephonically by one of our internal sales consultants, who are full-time employees and highly-trained hearing experts. Our internal sales consultants provide education and expert advice for potential solutions that are tailored to the customer’s specific goals and they stay with each customer throughout the entire hearing care journey, from the initial consultation to fitting, purchasing, servicing and beyond. After they have spoken to a customer, our internal sales consultants coordinate with our global network of credentialed hearing care professionals to schedule a hearing test and fitting, either locally or remotely through our Clinic-in-a-Box solution. Once a hearing care solution is found, we handle all aspects of the purchase, including invoicing, settling reimbursement claims and providing financing options, as well as post-purchase servicing, allowing us to maintain multiple points of contact with our customers to ensure the highest levels of satisfaction and retention for their next purchase.
Our success is demonstrated by the number of contact requests we receive, which was approximately 1.4 million in 2020. We are the leading online hearing care company based on web traffic and estimate that we are a leader in online revenue in every market we serve, including the United States. We have a presence in 11 countries and our database includes close to six million consumers as of December 31, 2020. We have assembled a management team with advanced sector, technical and digital expertise, and, as of December 31, 2020, had 1,388 full-time employees dedicated to helping our customers hear better again, including 688 internal sales consultants and 181 in-house technology employees.
 
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We believe our financial results reflect the significant market demand for our offerings and the value that we provide to the broader hearing care ecosystem. Our revenue was €151.1 million and €119.7 million for the fiscal years ended September 30, 2020 and 2019, respectively. We generated net losses of €23.1 million and €17.4 million for the fiscal years ended September 30, 2020 and 2019, respectively. Our EBITDA was €(11.0) million and € (9.1) million for the fiscal years ended September 30, 2020 and 2019, respectively. EBITDA is a non-IFRS financial measure. For a reconciliation of EBITDA to the most directly comparable IFRS financial measure, information about why we consider EBITDA useful and a discussion of the material risks and limitations of these measures, please see “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures.”
Key Factors Affecting Our Performance
We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve results of operations.
Efficient Acquisition of New Customers
We generate revenue by making direct sales of hearing aids to our customers. Our revenue growth over the nine years since our inception has been primarily driven by our success in acquiring new customers. Our business model is designed to deliver customer-centric hearing care based on direct-to-consumer marketing, expert consultation, high-quality fitting and after-sales services.
Our ability to acquire customers depends on our ability to acquire sales leads and the efficiency with which we can convert those sales leads into actual sales. When we succeed in establishing a point of contact with a potential customer through our marketing efforts, or based on the contact information advertised on our website, we view it as a sales lead. Our ability to generate a high volume of sales leads is fundamental to our customer acquisition strategy.
After generating sales leads, we work to convert them into actual sales. Historically, we have had a high rate of success in converting sales leads into appointments with our partner providers, which is key to making a sale. If the customer agrees to purchase hearing aids fitted by our partner provider, the sale is completed. We view the rate of conversion of a sales lead into an actual sale as our “conversion rate,” and our ability to generate high conversion rates is key to our rate of revenue growth.
Our ability to generate high volumes of sales leads or maintain a high conversion rate is, in turn, dependent on a number of factors. These include:

Our ability to design and implement effective advertising and sales campaigns:   Our experience from nine years of online marketing, coupled with the data we have collected from hundreds of millions of site visits and various optimization tests, enables us to design targeted customer acquisition and engagement solutions tailored to our diverse groups of consumers and to the consumer patterns and behaviors in the different countries where we operate. The landscape for advertising and sales is ever evolving and it is essential that we remain current with tools and techniques that enable us to generate the highest number of leads. We have invested, and expect to continue to invest, significant amounts on sales and marketing efforts to build more attractive and efficient customer acquisition campaigns.

Our ability to convert sales leads into actual sales:   Our data-driven approach enables us to continually adapt our customer journey and react quickly to changing customer interests and trends. We believe that this approach has been instrumental to the effectiveness of our sales and marketing efforts and in driving an increase in the conversion of our sales leads into sales. We have invested, and expect to continue to invest, in developing our data capabilities and in growing our team of internal sales consultants and our network of partner providers to keep pace with increased demand and convert sales leads into satisfied customers, thereby growing our revenue.
The Quality, Size and Strength of our Partner Provider Network
The quality, size and strength of our partner provider network is key to achieving higher sales. Our approximately 5,000 partner providers comprise an estimated 15,000 hearing care professionals globally that
 
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are carefully selected, typically highly trained, and well regarded in their field. Participation of hearing care professionals in our network is based on rigorous and ongoing vetting, resulting in the selection of top-tier hearing care professionals who are accustomed to delivering the highest standard of care for our customers.
We have focused, and will continue to focus, on increasing the number of partner providers in our network. Our partner provider network comprised 1,600 partner providers as of September 30, 2016, increasing more than three times to over 5,000 partner providers as of September 30, 2020. Our ability to increase our revenue and profitability is dependent on retaining and increasing the number of our high-quality partner providers as we continue to increase the number of our customers and scale our platform. We have historically maintained high levels of retention among our partner providers because we help them improve the quality of the care they deliver, grow their practices, increase their profitability and provide them with training and administrative support. Additionally, as we continue to scale our teleaudiology solution in geographical areas where our customers are unable to physically access a participating partner provider, maintaining and growing a strong network of partner providers who can provide teleaudiology services will be key to serving these customers.
Cost of Revenue
Our cost of revenue consists primarily of fitting costs and the cost of hearing aids. Fitting costs represent the amount of fees we pay our partner providers for their services rendered, including consultations with our customers and the fitting of hearing aids. Fitting costs as a percentage of our revenue have remained relatively stable over time. Cost of hearing aids represents the amount we pay to purchase hearing aids from our suppliers.
Historically, our cost of revenue in absolute terms has increased due to the increase in our revenue over time, driven by increases in fitting costs and purchase costs of hearing aids. Relative to our revenue, our cost of revenue, especially the cost of hearing aids, has decreased over time. As we increase our sales volumes and scale up our operations, both as part of our network approach and our teleaudiology approach, we expect to achieve a further decrease in cost of revenue per unit sold through volume discounts negotiated with our suppliers, which we expect will increase our total gross margin over time.
In our teleaudiology solution, fitting fees paid to our partner providers are lower on a per-customer basis as compared to fees paid to our partner providers for in-clinic fittings. However, under our teleaudiology solution, we incur certain logistics costs, including the shipment of our Clinic-in-a-Box product to our customers. The net effect of lower fitting fees and additional logistics costs for our teleaudiology solution results in slightly lower cost of revenue for services provided through our teleaudiology solution as compared to in-clinic fittings.
In addition to traditional sales of hearing aids, we offer, and expect to increasingly offer, sales of hearing aids on an installment payment basis for up to 36 months. For hearing aids sold on an installment payment basis, we recognize revenue at the time of sale at the discounted amount of the total consideration to be received over the installment period with the remaining revenue recognized as interest income through the duration of the installment plan. Accordingly, if our sales mix changes over time, and the proportion of our sales made on an installment payment basis increases as a percentage of our overall sales, we may experience a decrease in our total gross margin.
In addition to installment plans, in the past, in certain geographies we offered our customers the option to lease hearing aids. We ceased to offer this option in the third quarter of our fiscal year 2020. Similar to installment plans, we recognized revenue from finance lease contracts at the time we entered into the contract at the present value of the total consideration to be received over the lease period.
We have also entered into certain receivables financing agreements with third-party lenders in connection with the installment plans we offer. These agreements allow us to offer our customers a broad spectrum of payment options. We pay our receivables financing providers fees for these financing arrangements, which consist of an interest expense component and a marketing and selling expense component. These receivables financing arrangements are non-recourse to us and currently have no material effects on our cost of revenue
 
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or total gross margin. However, they impact our profit or loss from operations due to fees paid. Accordingly, if we enter into additional receivables financing arrangements, we may experience a decrease in our profit from operations or an increase in our loss from operations, as applicable. For a description of our receivables financing arrangements that are off-balance sheet, see “―Off-Balance Sheet Arrangements.”
Continued Investment in our Business
Marketing and selling expenses
We have made significant expenditure related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. Our marketing and selling expenses were 52.2% and 52.6% of our revenue for the years ended September 30, 2020 and 2019, respectively. We increased our marketing and selling expenses by €15.9 million in the year ended September 30, 2020 compared to the year ended September 30, 2019, and we expect to continue to invest in marketing and sales in the near term.
There are many factors that drive our marketing and selling expenses. For example, the cost of marketing through new channels tends to initially be more expensive than the cost to access older, more established, marketing channels. This results from unfamiliarity with such new channels and the time it takes to understand their utility and reach before we can begin to optimally utilize them. On the other hand, we are able to more efficiently manage marketing expenses per sale made through our established marketing channels. We also tend to see quarterly movements in our marketing and selling expenses. Certain calendar quarters in a year, such as the fourth calendar quarter (which represents our first fiscal quarter), tend to be more expensive periods for marketing and sales, driven primarily by higher cost of advertising during the end-of-year holiday period. Over time, however, when we achieve greater brand recognition, we believe our sales volumes will increase without the need for a proportionate increase in our marketing and selling expenses. The growth and scale of our platform and broader awareness of our offerings, we expect, will lead to a decrease in our marketing and selling expenses as a percentage of our revenue. We also expect to experience a decrease in costs to generate revenue over time by utilizing our longstanding relationships with our existing customers to encourage them to come back to us and buy new hearing aids as their old ones reach the end of their lifetime, which occurs typically every four to six years. Since our inception and through December 31, 2020, approximately 2,500 customers worldwide have made repeat purchases of hearing aids from us.
Investments in technology
The use of technology is the cornerstone of our integrated platform and is a key factor that differentiates us from other providers in the industry. We have developed a proprietary and purpose-built technology platform specifically designed to fit the needs of our business model. We use over 200 connected software services that are developed, integrated and tailored to our technology platform. As of December 31, 2020, we employed 181 in-house technology employees that support all aspects of our customer journey. We record our investments in technology primarily as intangible assets on our balance sheet, which are amortized over time on our combined statements of comprehensive loss. As we continue to invest in our technology, we would expect an increase over time in our depreciation and amortization costs.
Return Rate
In certain of our markets, including the United States, customers can typically return hearing aids for any reason within the first 30-45 days of delivery for a full refund. The most commonly cited reason for the return of hearing aids is that the products did not meet customer expectations. Customer return rates, calculated as a percentage of hearing aids sold, were approximately 20.7% and 13.5% for the year ended September 30, 2020 and 2019, respectively.
We report revenue net of expected returns, which are estimated based on our historical return rate adjusted for any known factors impacting expectations for future return rate. As such, our return rate impacts our reported net revenue and profitability. If actual sales returns differ significantly from our estimates, we record an adjustment to revenue within two to three months. In terms of managing the cost of hearing aids returned to us, we have the ability to pass on any returned hearing aids to the applicable manufacturer within a period
 
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of 90 days and claim a refund from them for the cost we incurred for these hearing aids. Historically, we have not experienced any material losses from the return of hearing aids.
Our return rate varies depending on the location of the sale, local requirements and customer behavior in each country. Some countries’ local health regulations require that customers be given a trial period for hearing aids. The hearing aids that are used during the trial period are mainly samples or trial versions and are normally provided by our partner providers. Once the trial period is complete and the customer selects the hearing aids, new hearing aids are fitted to the customer and, at that time, revenue from the sale of hearing aids is recognized. In these cases, the customer does not have a right to return the hearing aids purchased. Accordingly, our return rate in these countries is low. In certain other countries, revenue is recognized upfront when the hearing aids are sold to the customer without a prior trial period. In these cases, we tend to experience a higher return rate, as there is a greater likelihood of customers making a return if the product sold to them does not meet their expectations or if they have changed their mind about the purchase. Accordingly, return rates on an aggregated global basis are also driven by changes in the mix of revenue from different countries. For example, if revenue in certain countries where we do not offer trial periods increases as a proportion of our total revenue at a faster rate than we have experienced historically, we may see an increase in our return rates as a result.
Seasonality
Historically, we have experienced, and expect to continue to experience, seasonality in our business, with higher sales volumes in the second and third calendar quarters (which represent our third and fourth fiscal quarters), and lower sales volumes in the first and fourth calendar quarters (which represent our first and second fiscal quarters).
Our sales volumes in the second and third calendar quarters (which represent our third and fourth fiscal quarters) tend to be higher as a result of the timing of marketing campaign launches as well as general higher activity and responsiveness of our customer base during warmer months. Our sales volumes in the first and fourth calendar quarters (which represent our first and second fiscal quarters) tend to be lower as a result of reduced marketing activities, driven primarily by higher cost of advertising during the end-of-year holiday period, a general lower rate of our customer base’s responsiveness during winter months and holiday closures by our partner providers. These factors may contribute to substantial fluctuations in our quarterly operating results.
Effects of Foreign Currency Translation
We experience limited foreign currency transaction risk because most of our operations, including salary payments and sourcing activities, are conducted locally, and we largely generate both revenue and costs in the functional currency of the countries in which we operate.
However, we experience certain foreign currency translation risk. We present our combined financial results in euros. Most of the companies within our combined group operate outside of the eurozone and use their local currencies, such as U.S. dollars, Malaysian ringgit, Swiss franc, Canadian dollar and Indian rupees, as their functional currencies. Accordingly, for purposes of preparing our combined financial statements, results of our foreign operations are translated into euros. We record the effects of foreign currency translation as other comprehensive income or loss for the period in our combined statements of changes in equity and we record gains and losses resulting from foreign currency transactions as other financial income (expenses) in our combined statements of comprehensive loss. We do not currently hedge net investments in foreign operations.
 
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COVID-19 Pandemic
Internet usage and the time spent online has increased dramatically during the COVID-19 pandemic. As a result, we have found that reaching people online has become easier than ever before. We have experienced an increase in the availability of online advertising space and a decrease in online advertising costs during this period, which has been to our benefit. We have also seen a shift in consumer behavior where they have become more comfortable with, and more reliant on, online solutions for many areas of life. We believe this effect will be lasting and result in fundamental changes to consumer behavior.
Our partner providers’ businesses experienced a short-term decline in fitting activity because of the large scale closure of their clinics due to government mandated business shutdowns in the second calendar quarter of 2020 (which represents our third fiscal quarter) due to the impact of the COVID-19 pandemic. We proved to be a reliable business partner and earnings contributor once their clinics reopened. Since then, governments in the various countries where we operate have mandated business shutdowns but these have had a less severe impact on our and our partner providers’ businesses due to their clinics largely remaining open as essential services. Globally, hearing care professionals have seen the impact a pandemic of this nature can have on their businesses and are more open to partnering with a partner like hear.com with a strong and tenable online platform. We have also accelerated the rollout of our teleaudiology offering as a result of the COVID-19 pandemic and expect to scale it up more significantly in the future.
Although we believe that the COVID-19 pandemic has largely resulted in favorable trends for our business, we have experienced business disruptions, particularly at locations that have been subject to a shelter-in-place or similar restrictions, leading to lower revenues in areas where such restrictions were in place. Moreover, travel restrictions and disruptions in our supply chain could happen and we may not be able to obtain adequate inventory to sell. In addition, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could limit our ability to access capital on favorable terms or at all should we require it. If we are unable to access capital on favorable terms or at all, it could negatively affect our liquidity.
The ongoing impact of COVID-19 depends on the duration and severity of the pandemic, which are difficult to assess or predict. As a result, the impact of these or any future factors could be substantially different than what we have experienced to date or expect in the future. Please see the section titled “Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on our business.
Key Performance Metrics and Non-IFRS Measures
In addition to IFRS measures of performance, we review the following key performance metrics to assess our performance, make strategic and offering decisions and build our financial projections.
Revenue on a Constant Currency Basis
We have supplemented our revenue for the year ended September 30, 2020 with a comparable measure on a constant currency basis, a non-IFRS measure, which excludes the impacts from changes in currency translation. We believe providing an explanation of the year to year variance in our revenue for the year ended September 30, 2020 compared to the year ended September 30, 2019 on a constant currency basis is meaningful for assessing how our underlying business has performed due to the fact that we have international operations that are material to our overall operations. As a result, our revenue is affected by changes in euro against international currencies. To present our revenue on a constant currency basis for the year ended September 30, 2020 compared to the year ended September 30, 2019, revenue for the entities reporting in currencies other than euro are converted to euro at the average exchange rate used in the year ended September 30, 2019 rather than the actual exchange rates in effect during the year ended September 30, 2020.
 
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The following table reconciles our historical revenue to revenue on a constant currency basis for the periods presented.
Year Ended
September 30,
2020
Three Months
Ended
December 31,
2020
(in thousands)
(in thousands)
Revenue
151,090 45,655
Foreign exchange impact
36 1,370
Revenue on a constant currency basis
151,126  47,025
Gross Margin
Total gross margin
We define total gross margin for a particular period as revenue less cost of revenue, excluding depreciation and amortization, divided by revenue. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and the calculation of our total gross margin.
Our total gross margin for the three months ended December 31, 2020 and 2019 was 56.5% and 51.7%, respectively, and for the years ended September 30, 2020 and 2019 was 51.4% and 50.6%, respectively. For a discussion regarding the increase in our total gross margin for the three months ended December 31, 2020 as compared to the same period in 2019, see “—Results of Operations—Three Months Ended December 31, 2020 versus Three Months Ended December 31, 2019—Cost of Revenue, Excluding Depreciation and Amortization” and for a discussion regarding the increase in our total gross margin for the year ended September 30, 2020 as compared to the same period in 2019, see “—Results of Operations—Year Ended September 30, 2020 versus Year Ended September 30, 2019—Cost of Revenue, Excluding Depreciation and Amortization.”
Gross product margin
We define gross product margin for a particular period as revenue less cost of materials, divided by revenue. See “Prospectus Summary―Summary Combined Financial and Operating Data―Non-IFRS Measures” for additional information and the calculation of our gross product margin.
Our gross product margin for the three months ended December 31, 2020 and 2019 was 80.6% and 74.9%, respectively, and for the years ended September 30, 2020 and 2019 was 76.7% and 75.0%, respectively. For a discussion regarding the increase in our gross product margin for the three months ended December 31, 2020 as compared to the same period in 2019, see “—Results of Operations—Three Months Ended December 31, 2020 versus Three Months Ended December 31, 2019—Cost of Revenue, Excluding Depreciation and Amortization” and for a discussion regarding the increase in our gross product margin for the year ended September 30, 2020 as compared to the same period in 2019, see “—Results of Operations—Year Ended September 30, 2020 versus Year Ended September 30, 2019—Cost of Revenue, Excluding Depreciation and Amortization.”
Total gross margin and gross product margin are non-IFRS measures, which we believe are useful to investors as they eliminate the impact of certain non-cash expenses and allow a direct comparison of these measures between periods without the impact of non-cash expenses and certain other nonrecurring operating expenses.
As we increase our sales volumes and scale up our operations, both as part of our network approach and our teleaudiology approach, we expect to achieve a further decrease in cost of revenue per unit sold through volume discounts negotiated with our suppliers, which we expect will increase our total gross margin over time. Additionally, if our sales mix changes over time, and the proportion of our sales made on an installment
 
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payment basis increases as a percentage of our overall sales, we may experience a decrease in our total gross margin. For a further discussion on our cost of revenue and gross margin, see “―Key Factors Affecting Our Performance―Cost of Revenue” above.
Total gross margin and gross product margin are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Other companies, including companies in our industry, may calculate total gross margin and gross product margin differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our total gross margin and gross product margin as tools for comparison.
EBITDA
We define EBITDA for a particular period as net profit or loss before interest expenses, interest income, other financial income (expenses), net, income taxes and depreciation and amortization. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and a reconciliation of our net loss to EBITDA.
Our EBITDA for the three months ended December 31, 2020 and 2019 was €(2.7) million and €(3.2) million, respectively. EBITDA increased €0.5 million, or 15.6%, for the three months ended December 31, 2020 as compared to the same period in 2019, primarily due to revenue growth being higher than cost of revenue growth and marketing and selling expenses growth for the three months ended December 31, 2020 as compared to the same period in 2019. The main drivers for this lower cost of revenue growth and lower marketing and selling expenses growth are discussed under “—Results of Operations—Year Ended December 31, 2020 versus Year Ended December 31, 2019—Cost of Revenue, Excluding Depreciation and Amortization.”
Our EBITDA for the years ended September 30, 2020 and 2019 was €(11.0) million and €(9.1) million, respectively. EBITDA decreased €1.9 million, or 20.9%, for the year ended September 30, 2020 as compared to the same period in 2019, primarily due to increases in our cost of revenue and marketing and selling expenses for the year ended September 30, 2020 as compared to the same period in 2019. The main drivers for this increase in our cost of revenue and marketing and selling expenses are discussed under “—Results of Operations—Year Ended September 30, 2020 versus Year Ended September 30, 2019—Cost of Revenue, Excluding Depreciation and Amortization” and “—Results of Operations—Year Ended September 30, 2020 versus Year Ended September 30, 2019—Marketing and Selling Expenses.”
EBITDA is a key measure we use to assess our ongoing operations and is also used for internal planning and forecasting purposes. We believe EBITDA is helpful to investors as it is a metric used by management in assessing the health of our business and our operating performance. In addition, this measure is frequently used by analysts, investors and other interested parties to evaluate and assess performance.
EBITDA is a non-IFRS measure and is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, other companies, including companies in our industry, may calculate EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our EBITDA as a tool for comparison.
Number of Appointments
Year Ended September 30,
2020
2019
Number of appointments
291,000 218,000
We define the number of appointments as the total number of initial fitting appointments we make for our customers with our partner providers in any given period. It is primarily driven by our marketing efforts
 
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using existing as well as new marketing channels, expansion efforts in existing and new markets and innovation efforts that deliver new products and business models, in each case, aimed at increasing the number of appointments. This measure enables us to assess the quality of our customer consultations.
Number of Partner Providers
As of September 30,
2020
2019
Number of Partner Providers
5,168 4,526
We define the number of partner providers as the total number of clinics at the end of the relevant period with whom we have entered into contractual arrangements for the fitting of hearing aids that we sell to our customers. It is primarily driven by our expansion in existing markets and new markets. This measure enables us to assess the size of our partner provider network and the breadth of locations where our customers can be served by hearing care professionals.
Number of Appointments per Partner Provider
Year Ended September 30,
2020
2019
Number of appointments per partner provider
56 48
We define the number of appointments per partner provider as the number of appointments in any given period divided by the number of partner providers at the end of that period. It is primarily driven by the number of appointments we are able to generate and the capacity of our partner providers to take on additional fitting appointments. This measure enables us to monitor our customer sales growth as a higher number of appointments per partner provider increases our ability to convert appointments into sales.
Customer Sales
Year Ended September 30,
2020
2019
Total customer sales
59,116 47,142
Europe
27,003 22,759
North America
15,695 13,019
Rest of the World
16,147 11,364
We define customer sales as the number of customer transactions or sales, net of returns, in any given period. It is primarily driven by the number of appointments we generate and the quality of customer consultation and fittings offered by our partner providers. This measure enables us to assess the quality of our customer consultations and fittings offered by our partner providers.
Conversion Rate
Year Ended September 30,
2020
2019
Conversion rate
20.3% 21.6%
We define conversion rate as customer sales divided by the number of appointments in any given period, and the result multiplied by 100. Our conversion rate has generally been stable over the years and we would expect that trend to continue in the near- to medium-term. Conversion rate is primarily driven by our ability to convert our number of appointments into customer sales. This measure enables us to assess the quality of our customer consultations, the quality of our partner fittings and the efficiency of our marketing and sales efforts.
 
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Total Unit Volume
Year Ended September 30,
2020
2019
Total unit volume
      105,951       82,951
Europe
49,533 42,282
North America
30,089 24,940
Rest of the World
26,309 15,729
We define total unit volume as the number of hearing aids sold, net of returns, in any given period. It is primarily driven by customer sales and by the average number of hearing aids purchased by each customer, which we refer to as the binaural rate. The binaural rate can vary from one to two hearing aids per customer but stays relatively stable on average over time. This measure enables us, among other things, to manage our cost of materials as an increase in unit volumes gives us the ability to negotiate better prices with our manufacturing partners, which, in turn, gives us the ability to decrease our cost of materials.
Average Selling Price
Year Ended September 30,
2020
2019
Average selling price
      1,426       1,443
Europe
1,450 1,447
North America
1,919 1,891
Rest of the World
816 720
We define average selling price as the average selling price of one hearing aid to a customer and calculate it by dividing revenue by total unit volume for any given period. It is primarily driven by country mix. Average selling prices in developing countries tend to be lower than in developed countries.
Average Adjusted Basket Value
We define average adjusted basket value as the amount paid by our customers on average for each transaction they complete and calculate it by multiplying the applicable binaural rate by the average selling price for each region. Our average adjusted basket value for the year ended September 30, 2020 was €2,662 for Europe, €3,679 for North America and €1,308 for the Rest of the World.
Components of Results of Operations
Revenue
We generate revenue from the sale or finance lease of hearing aids and accessories to the end customer. All leases of hearing aids have qualified as finance leases. Therefore, we recognize revenue for both the sale and finance lease of hearing aids at the point in time in which control is transferred to the customer (i.e., when the hearing aids have been fitted to the customer). Fittings may be performed at the clinic of our partner providers or through our teleaudiology solution. We report revenue net of expected returns, which is an estimate informed in part by historical return rates.
As part of our sales approach, we offer sales of hearing aids on an installment payment basis, which allows our customers to make payments in monthly installments for up to 36 months. Revenue for hearing aids sold on an installment basis, including finance leases, are recognized on a discounted basis at the time control of the hearing aids has transferred, with remaining amounts recognized as interest income over the duration of the installment contract. Any expected credit loss adjustments or losses resulting from unexpected defaults or other events are recognized in marketing and selling expenses. Interest received as a result of the installment plans are recognized as interest income.
 
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Operating Expenses

Cost of revenue, excluding depreciation and amortization.   Consists primarily of fitting costs and the cost of hearing aids. Fitting costs represent the amount of fees we pay our partner providers for their services rendered, including consultations with our customers and the fitting of hearing aids. Fitting costs as a percentage of our revenue have remained relatively stable over time. Cost of hearing aids represents the amount we pay to purchase hearing aids from the manufacturers who deliver the product to our partners. We expect the cost of hearing aids as a percentage of our revenue to decrease as our order volumes increase over time.
Included in cost of revenue are expenses related to certain of our full-time employees, such as salaries, benefits and bonuses of employees in our procurement team and the costs associated with the shipping of our Clinic-in-a-Box product to customers as part of our teleaudiology solution.

Marketing and selling expenses.   Consists primarily of marketing and advertising expenses for customer acquisition and retention, as well as personnel costs. This includes salaries, benefits, bonuses and sales commissions for marketing and sales employees (including our internal sales consultants who conduct initial phone consultations with our customers), third-party services and contractors, allocated overhead, receivables financing fees, bad debt expense and costs incurred to provide training to our partner providers. Marketing and selling expenses are primarily driven by investments to grow and retain our consumer base and fluctuates as a percentage of revenue based on the timing of our investment.
We expect our marketing and selling expenses to increase as we continue to make investments to grow and retain our customer base. Marketing and selling expenses are also expected to increase as we hire additional sales and marketing personnel to support our growing customer base. Training costs are also expected to increase as our network of partner providers continues to expand. However, we expect these expenses to increase at a slower pace than our revenues as we gain further scale.

General and administrative expenses.   Consists primarily of employee-related expenses including salaries, benefits, bonuses, finance, accounting, legal, technology infrastructure and human resources functions, as well as costs related to infrastructure such as office management and business development costs.
We expect to incur additional general and administrative costs in compliance, legal, investor relations, insurance, and professional services following the completion of this offering related to our compliance and reporting obligations as a public company. We expect our general and administrative costs to continue to increase on an absolute euro basis as we continue to grow.

Depreciation and amortization.   Consists primarily of depreciation of our fixed assets and our right-of-use assets and the amortization of our intangible assets, such as internally generated intangible assets and licenses and software.
Interest Income
Consists primarily of interest income from our installment plan and finance lease financing arrangements.
Interest Expenses
Consists primarily of interest expense related to cash pool clearing accounts maintained centrally with entities within the WS Audiology Group. Also included is interest expense related to shareholder loans owed to our parent, the WS Audiology Group, and receivables financing agreements entered into with third-party lenders. Over the near to medium term, and after giving effect to the offering and the planned use of proceeds, we expect a decrease in our interest expense following the termination of the cash pooling arrangements currently in place with the WS Audiology Group and the repayment of the shareholder loans owed to the WS Audiology Group. We expect this decrease to be partially offset by an increase in our interest expense due to greater use of receivables financing arrangements.
 
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Other Financial Income (Expenses), net
Consists solely of foreign currency translation gains and losses.
Income Taxes
Consists of current tax and changes in deferred tax for the period, including changes as a result of changes in tax rates. The tax expense for the year is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or directly in equity. We expect our income taxes to continue to increase on an absolute euro basis as we continue to grow. In the near future, we expect to benefit from certain tax loss carryforwards as we have incurred negative income in past years, which is discussed in more detail under “―Income Taxes” below.
Impacts of the Initial Public Offering
Impact of Debt Repayment
Assuming the net proceeds after expenses to us of $        million in connection with the sale of common shares in this offering, based on an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover of this prospectus, together with cash on hand, are used to repay, in full, existing shareholder loans owed to certain entities of the WS Audiology Group (including the termination of the cash pooling arrangements currently in place with the WS Audiology Group) and to pay the outstanding consideration owed to the Parent and certain of its direct and indirect subsidiaries as intercompany loans in connection with our acquisition of the hear.com group, as described in “Use of Proceeds,” we expect interest expense to be lower in future periods based on the reduction in outstanding debt and the write-off of any associated debt issuance costs.
Incremental Public Company Expenses
Following our initial public offering, we will incur significant expenses on an ongoing basis that we did not incur as a private company. These costs include additional director and officer liability insurance expenses, as well as third-party and internal resources related to accounting, auditing, SOX compliance, legal and investor and public relations expenses. These costs will generally be general and administrative expenses.
Our combined financial statements also reflect certain allocated overhead expenses of the WS Audiology Group, representing €173,000 for each of the years ended September 30, 2020 and 2019. These allocated overhead expenses will no longer be incurred following the termination of the transitional services agreement described below.
In connection with this initial public offering, we also expect to enter into a transitional services agreement with the WS Audiology Group, pursuant to which certain entities of the WS Audiology Group will continue to provide certain business functions to us for a limited period of time following the Corporate Reorganization, including certain IT applications, payroll services, arrangements with logistics providers and legal services. These arrangements are intended to be consistent with the arrangements that have existed prior to the implementation of the Corporate Reorganization, and on arm’s length terms. We expect that the transitional services agreement will initially be for a term of nine months, with the option for us to extend the term for one period of three months, subject to early termination rights based on advance written notice.
 
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Results of Operations
Three Months Ended December 31, 2020 versus Three Months Ended December 31, 2019
Three Months Ended December 31,
Change
2020
2019
%
(unaudited)
(unaudited)
(€ in thousands)
Combined Statements of Comprehensive Loss
Data:
Revenue
      45,655       34,482       11,173
      32.4%
Operating expenses
Cost of revenue, excluding depreciation and amortization
(19,860) (16,645) (3,215)
19.3%
Marketing and selling expenses
(24,487) (18,985) (5,502)
29.0%
General and administrative expenses
(4,158) (2,286) (1,872)
81.9%
Depreciation and amortization
(1,825) (1,257) (568)
45.2%
Other operating income, net
195 249 (54)
21.7%
Loss from operations
(4,480) (4,442) (38)
0.9%
Interest income
456 193 263
136.3%
Interest expenses
(1,774) (1,466) (308)
21.0%
Other financial income, net
303 19 284
1,494.7%
Loss before income taxes
(5,495) (5,696) 201
3.5%
Income tax expense
(42) (17) (25)
147.1%
Net loss
(5,537) (5,713) 176
3.1%
Revenue by Geography
Three Months Ended December 31,
Change
2020
2019
%
(unaudited)
(unaudited)
(€ in thousands)
Revenue
      45,655       34,482       11,173
      32.4%
Europe
24,380 15,970 8,410
52.7%
North America
14,998 14,390 608
4.2%
Rest of the World
6,277 4,122 2,155
52.3%
Revenue increased €11.2 million, or 32.4%, to €45.7 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in revenue was primarily due to the increase in our net sales volumes of 46.2% in the three months ended December 31, 2020 as compared to the same period in 2019. The increase in net sales volumes resulted primarily from (1) further penetration of our existing sales channels, (2) an increase in the number of new customers acquired in the three months ended December 31, 2020 (as compared to the same period in 2019 as a result of an increase in the number of acquired leads), and (3) continued improvement in our conversion rates across Europe, North America and the Rest of the World.
On a constant currency basis, our revenue increased 36.4% for the three months ended December 31, 2020 as compared to the same period in 2019. For a reconciliation of our historical revenue to revenue on a constant currency basis for the three months ended December 31, 2020, see “―Key Performance Metrics and Non-IFRS Measures―Revenue on a Constant Currency Basis.”
 
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Cost of Revenue, Excluding Depreciation and Amortization
 Three Months Ended December 31,
Change
2020
2019
%
(unaudited)
(unaudited)
(€ in thousands)
Cost of revenue, excluding depreciation and
amortization
€      (19,860)
€      (16,645)
€      (3,215)
      19.3%
% of revenue
43.5%
48.3%
Cost of revenue, excluding depreciation and amortization increased €3.2 million, or 19.3%, to €19.9 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in cost of revenue was primarily due to the growth in our revenue driving increases in fitting costs and the costs to acquire hearing aids.
Our total gross margin increased to 56.5% for the three months ended December 31, 2020 as compared to 51.7% for the same period in 2019. The increase in total gross margin was primarily due to an increase in our purchasing volumes for the three months ended December 31, 2020 as compared to the same period in 2019, which resulted in a decrease in our cost per unit of hearing aids purchased due to volume discounts that we received from our suppliers. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and the calculation of our gross margin.
Our gross product margin increased to 80.6% for the three months ended December 31, 2020 as compared to 74.9% for the same period in 2019. The increase in total gross product margin was primarily due to volume discounts with our suppliers as we continue to gain scale. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and the calculation of our gross product margin.
Marketing and Selling Expenses
Three Months Ended December 31,
Change
2020
2019
%
(unaudited)
(unaudited)
(€ in thousands)
Marketing and selling expenses
€      (24,487)
€      (18,985)
€      (5,502)
      29.0%
% of revenue
53.6%
55.1%
Marketing and selling expenses increased €5.5 million, or 29.0%, to €24.5 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in marketing and selling expenses was primarily due to an increase in our personnel expenses of €3.2 million for the three months ended December 31, 2020 as compared to the same period in 2019, and an increase in our advertising expenses of €2.9 million for the three months ended December 31, 2020 as compared to the same period in 2019, partially offset by a decrease in trade receivables and lease receivables of €0.9 million as compared to the same period in 2019. Our personnel expenses relate primarily to salaries and sales commissions to our internal sales consultants. Our advertising expenses relate primarily to click-based payments to online advertising partners that publish our end-consumer advertisements, such as news portals, website operators or digital advertising aggregators such as Taboola or Google Display Network.
General and Administrative Expenses
General and administrative expenses increased €1.9 million, or 81.9%, to €4.2 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in general and administrative expenses was primarily due to an increase in our personnel expenses, audit fees and continued investments in information technology systems and processes to lay a foundation for continued sales growth.
 
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Depreciation and Amortization
Depreciation and amortization increased €0.6 million, or 45.2%, to €1.8 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in depreciation and amortization was primarily due to the increased capitalization of intangible assets as we continue to invest in technology solutions, such as investments in our teleaudiology solution.
Interest Expenses
Interest expenses increased €0.3 million, or 21.0%, to €1.8 million for the three months ended December 31, 2020 as compared to the same period in 2019. The increase in interest expenses was primarily due to (1) the interest expense paid in connection with the cash pool clearing accounts maintained centrally with entities within the WS Audiology Group and (2) an increase in installment plan sales which receivables financing agreements that we entered into with third-party lenders.
Income Tax Expense
Our income tax expense was €42 thousand for the three months ended December 31, 2020, as compared to an income tax expense of €17 thousand for the same period in 2019. Our income tax expense for the three months ended December 31, 2020 was primarily due to certain income tax payments made in South Korea where we were permitted to set off only a portion of our income tax liabilities against our tax loss carryforwards.
Year Ended September 30, 2020 versus Year Ended September 30, 2019
Year Ended September 30,
Change
2020
2019
%
(€ in thousands)
Combined Statements of Comprehensive Loss:
Revenue
151,090 119,668 31,422
 26.3%
Operating expenses
Cost of revenue, excluding depreciation and amortization
(73,427) (59,077) (14,350)
(24.3)%
Marketing and selling expenses
(78,865) (62,926) (15,939)
(25.3)%
General and administrative expenses
(10,096) (6,987) (3,109)
(44.5)%
Depreciation and amortization
(5,516) (3,526) (1,990)
(56.4)%
Other operating income, net
301 198 103
52.0%
Loss from operations
(16,513) (12,650) (3,863)
(30.5)%
Interest income
1,124 205 919
448.3%
Interest expenses
(7,153) (5,068) (2,085)
(41.1)%
Other financial income (expenses), net
(439) 156 (595)
(381.4)%
Loss before income taxes
(22,981) (17,357) (5,624)
(32.4)%
Income tax expense
(130) (41) 89
(217.1)%
Net loss
(23,111) (17,398) (5,713)
(32.8)%
 
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Revenue by Geography
Year Ended September 30,
Change
2020
2019
%
(€ in thousands)
Revenue
151,090 119,668 31,422 26.3%
Europe
71,874 61,172 10,702 17.4%
North America
57,749 47,169 10,580 22.4%
Rest of the World
21,467 11,327 10,140 89.5%
Revenue increased €31.4 million, or 26.3%, to €151.1 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in revenue was primarily due to the increase in our net sales volumes of 26.7%, resulting primarily from (1) further penetration of our existing sales channels, (2) an increase in the number of new customers acquired in 2020 (as compared to 2019 as a result of an increase in the number of acquired leads), and (3) continued improvement in our conversion rates across Europe, North America and the Rest of the World.
On a constant currency basis, our revenue increased 26.2% for the year ended September 30, 2020 as compared to the same period in 2019. For a reconciliation of our historical revenue to revenue on a constant currency basis for the year ended September 30, 2020, see “―Key Performance Metrics and Non-IFRS Measures― Revenue on a Constant Currency Basis.”
Cost of Revenue, Excluding Depreciation and Amortization
Year Ended September 30,
Change
2020
2019
%
(€ in thousands)
Cost of revenue, excluding depreciation and amortization
73,427 59,077 14,350 24.3%
% of revenue
48.6% 49.4%
Cost of revenue, excluding depreciation and amortization increased €14.4 million, or 24.3%, to €73.4 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in cost of revenue was primarily due to the growth in our revenue driving increases in fitting costs and the costs to acquire hearing aids.
Our total gross margin increased to 51.4% for the year ended September 30, 2020 as compared to 50.6% for the same period in 2019. The increase in total gross margin was primarily due to an increase in our purchasing volumes for the year ended September 30, 2020 as compared to the same period in 2019, which resulted in a decrease in our cost per unit of hearing aids purchased due to volume discounts that we received from our suppliers. The increase in our total gross margin for the year ended September 30, 2020 was partially offset by lower revenues recognized as a result of a higher share of sales made in the year ended September 30, 2020 based on installment plans, where we recognize revenue at a discounted amount of the total consideration to be received over the installment period with the remaining revenue recognized as interest income through the duration of the installment plan. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and the calculation of our total gross margin.
Our gross product margin increased to 76.7% for the year ended September 30, 2020 as compared to 75.0% for the same period in 2019. The increase in gross product margin was primarily due to volume discounts from suppliers as we gained scale. See “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures” for additional information and the calculation of our gross product margin.
 
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Marketing and Selling Expenses
Year Ended September 30,
Change
2020
2019
%
(€ in thousands)
Marketing and selling expenses
78,865 62,926 15,939 25.3%
% of revenue
52.2% 52.6%
Marketing and selling expenses increased €15.9 million, or 25.3%, to €78.9 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in marketing and selling expenses was primarily due to an increase in our personnel expenses, representing an increase of €10.2 million for the year ended September 30, 2020 as compared to the same period in 2019, and an increase in our advertising expenses, representing an increase of €3.9 million for the year ended September 30, 2020 as compared to the same period in 2019. Our personnel expenses relate primarily to salaries and sales commissions to our internal sales consultants. Our advertising expenses relate primarily to click-based payments to online advertising partners that publish our end-consumer advertisements, such as news portals, website operators or digital advertising aggregators such as Taboola or Google Display Network.
General and Administrative Expenses
General and administrative expenses increased €3.1 million, or 44.5%, to €10.1 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in general and administrative expenses was primarily due to continued investments in information technology systems and processes to lay a foundation for continued sales growth.
Depreciation and Amortization
Depreciation and amortization increased €2.0 million, or 56.4%, to €5.5 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in depreciation and amortization was primarily due to the increased capitalization of intangible assets as we continue to invest in technology solutions, such as investments in our teleaudiology solution.
Interest Expenses
Interest expenses increased €2.1 million, or 41.1%, to €7.2 million for the year ended September 30, 2020 as compared to the same period in 2019. The increase in interest expenses was primarily due to the interest expense paid in connection with the cash pool clearing accounts maintained centrally with entities within the WS Audiology Group as well as receivables financing agreements we entered into with third-party lenders in 2020.
Income Taxes
Our income tax expense was €130,000 for the year ended September 30, 2020, as compared to an income tax expense of €41,000 in 2019. Our income tax expense for the year ended September 30, 2020 was primarily due to certain income tax payments made in South Korea where we were permitted to set off only a portion of our income tax liabilities against our tax loss carryforwards.
Select Unaudited Interim Condensed Combined Financial Information
The following table sets forth certain of our unaudited interim condensed combined financial information from the first fiscal quarter of the fiscal year ended September 30, 2019 to, and including, the first fiscal quarter of the fiscal year ending September 30, 2021. The unaudited interim condensed combined financial information set forth below has been prepared on the same basis as our audited combined financial statements and, in our opinion, contains all adjustments necessary for the fair presentation of this financial information. You should read the following information in conjunction with the rest of this section titled “Management’s
 
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Discussion and Analysis of Financial Condition and Results of Operations” and our audited combined financial statements and the accompanying notes thereto included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results for any future period, and the results for any fiscal quarter are not necessarily indicative of results to be expected for a full fiscal year or any other period.
EBITDA is a non-IFRS financial measure. For a reconciliation of EBITDA to the most directly comparable IFRS financial measure, information about why we consider EBITDA useful and a discussion of the material risks and limitations of these measures, please see “―Summary Combined Financial and Operating Data―Non-IFRS Measures.”
Three Months Ended
December 31,
2018
March 31,
2019
June 30,
2019
September 30,
2019
December 31,
2019
March 31,
2020
June 30,
2020
September 30,
2020
December 31,
2020
(€ in thousands)
Revenue
$ 22.963 $ 26.797 $ 32.267 $ 37.641 $ 34.482 $ 39.197 $ 28.494 $ 48.916 $ 45.655
Net loss
(6.033) (5.054) (3.707) (2.605) (5.713) (6,283) (8.287) (2.826) (5.537)
Interest expenses
(1.164) (1.231) (1.300) (1.373) (1.466) (1.684) (1.649) (2.354) (1.774)
Interest income
20 38 45 103 193 215 282 433 456
Other financial
income (expenses),
net
172 37 (151) 98 19 (616) 296 (138) 303
Income taxes
(19) (20) (4) 3 (17) (24) (1) (89) (42)
Depreciation and amortization
(861) (828) (886) (951) (1.257) (1.292) (1.340) (1.627) (1.825)
EBITDA
$ (4.181) $ (3,050) $ (1,411) $ (485) $ (3,185) $ (2,882) $ (5,875) $ 949 $ (2,655)
For a discussion regarding the seasonality of our quarterly results, see “―Key Factors Affecting Our Performance―Seasonality.”
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short-term and long-term basis are for working capital, capital expenditures, geographic or service offering expansion, acquisitions, investments and other general corporate purposes. We have historically funded our operations primarily through cash generated from operations, borrowings under our shareholder loans with the WS Audiology Group and borrowings under cash pooling arrangements we have in place with the WS Audiology Group. We hold our cash balances in Germany, the United States and various other locations in the rest of the world.
As of December 31, 2020, we had cash and cash equivalents of €3.2 million, all of which represents cash and cash equivalents held outside of the United States.
 
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Cash Flows
The following table presents a summary of our cash flows for the periods shown:
Year Ended September 30,
Three Months Ended
December 31,
2020
2019
2020
2019
(in thousands)
Net cash used in operating activities
(16,661)  (9,596)  (3,519)  (5,989)
Net cash used in investing activities
(11,393) (5,177) (2,847) (1,836)
Net cash provided by financing activities
31,305 14,717 5,439 7,881
Effect of changes in exchange rates on cash and cash equivalents
(60) (36) 36 (8)
Net increase (decrease) in cash and cash equivalents
3,191 (92) (891) 48
Operating Activities
During the three months ended December 31, 2020, cash used in operating activities of €3.5 million, primarily resulting from a net loss of €5.5 million, adjusted for €3.2 million of non-cash expenses, including amortization and depreciation, depreciation of right-of-use assets, income tax expense, net interest expense and net other non-cash expenses, and €1.2 million of net cash used as a result of an increase in working capital (representing net changes in operating assets and liabilities, net income taxes paid and interest received). The changes in operating assets and liabilities were primarily driven by increases in our trade payables receivable due to our growing operations and capitalized costs directly attributable to the offering.
During the three months ended December 31, 2019, cash used in operating activities of €6.0 million, primarily resulting from a net loss of €5.7 million, adjusted for €2.5 million of non-cash expenses, including amortization and depreciation, depreciation of right-of-use assets, income tax expense, net interest expense and net other non-cash expenses, and €2.8 million of net cash used as a result of an increase in working capital (representing net changes in operating assets and liabilities, net income taxes paid and interest received). The changes in operating assets and liabilities were primarily driven by increases in our accounts receivable and inventories due to our growing operations.
During the year ended September 30, 2020, operating activities utilized €16.7 million of cash, primarily resulting from a net operating loss of €23.1 million, adjusted for €11.7 million of non-cash expenses, including amortization and depreciation, depreciation of right-of-use assets, income tax expense, net interest expense and net other non-cash expenses, and €5.2 million of net cash utilized as a result of an increase in working capital (representing net changes in operating assets and liabilities, net income taxes paid and interest received). The changes in operating assets and liabilities were primarily driven by increases in our accounts receivable due to our growing operations.
During the year ended September 30, 2019, operating activities utilized €9.6 million of cash, primarily resulting from a net operating loss of €17.4 million, adjusted for €8.5 million of non-cash expenses, including amortization and depreciation, depreciation of right-of-use assets, net interest expense, income tax expense, net interest expense and net other non-cash expenses, and €0.7 million of net cash utilized as a result of an increase in working capital (representing net changes in operating assets and liabilities, net income taxes paid and interest received). The changes in operating assets and liabilities were primarily driven by increases in our accounts receivable due to our growing operations.
Investing Activities
During the three months ended December 31, 2020, investing activities used €2.8 million of cash, primarily resulting from investments in capital expenditures and capitalized information technology and software development costs to support our growth.
 
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During the three months ended December 31, 2019, investing activities used €1.8 million of cash, primarily resulting from investments in capital expenditures and capitalized information technology and software development costs to support our growth.
During the year ended September 30, 2020, investing activities utilized €11.4 million of cash, primarily resulting from investments in capital expenditures and capitalized information technology and software development costs to support our growth.
During the year ended September 30, 2019, investing activities utilized €5.2 million of cash, primarily resulting from investments in capital expenditures and capitalized information technology and software development costs to support our growth.
Financing Activities
During the three months ended December 31, 2020, financing activities provided €5.4 million of cash, primarily resulting from additional borrowings under our shareholder loan with the WS Audiology Group, including borrowings made under the cash pooling arrangements with the WS Audiology Group and the interest paid on these borrowings.
During the three months ended December 31, 2019, financing activities provided €7.9 million of cash, primarily resulting from additional borrowings under our shareholder loan with the WS Audiology Group, including borrowings made under the cash pooling arrangements with the WS Audiology Group and the interest paid on these borrowings.
During the year ended September 30, 2020, financing activities provided €31.3 million of cash, primarily resulting from additional borrowings under our shareholder loan with the WS Audiology Group, including borrowings made under the cash pooling arrangements with the WS Audiology Group and the interest paid on these borrowings.
During the year ended September 30, 2019, financing activities provided €14.7 million of cash, primarily resulting from additional borrowings under our shareholder loan with the WS Audiology Group, including borrowings made under the cash pooling arrangements with the WS Audiology Group and the interest paid on these borrowings.
Funding Requirements
We believe that our existing cash and cash equivalents, supplemented with cash proceeds of the offering that are retained by us, will be sufficient to fund our operations and capital expenditure requirements for the next 12 months. Our future capital requirements will depend on many factors, including funding for investments in the business, working capital and other growth and strategic opportunities that might require use of existing cash and equity raised as we turn the business into a net income and cash generating operation in the next few years.
While we believe we will have sufficient liquidity to fund our operations for the foreseeable future, our sources of liquidity could be affected by factors described under “Risk Factors” elsewhere in this prospectus.
Indebtedness
Our borrowings as of December 31, 2020 consisted primarily of our shareholder loans owed to the WS Audiology Group, borrowings under the cash pooling arrangements with the WS Audiology Group, and certain receivables financing agreements entered into with third-party lenders. In connection with the offering, we intend to repay, in full, our existing shareholder loans owed to certain entities of the WS Audiology Group (including the termination of the cash pooling arrangements currently in place with the WS Audiology Group). For a description of our existing receivables financing arrangements that are off-balance sheet, see “―Off-Balance Sheet Arrangements.” For a description of our existing shareholder loans owed to the WS Audiology Group, which we intend to repay in full with the proceeds of this offering, see “Use of Proceeds.”
 
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Contractual Obligations and Commercial Commitments
We enter into long-term contractual obligations and commitments in the normal course of business, including lease obligations and purchase obligations from hearing aid manufacturers.
The following table summarizes our contractual obligations as of September 30, 2020. Not reflected in this table is our outstanding indebtedness under the shareholder loans owed to the WS Audiology Group and the obligation to pay the outstanding consideration owed to the Parent and certain of its direct and indirect subsidiaries as intercompany loans in connection with our acquisition of hear.com group as such obligation will be satisfied with the proceeds of this offering as detailed in “Use of Proceeds.”
Total
Less than
1 Year
1 to 3 Years
3 to 5 years
More than
5 Years
(in thousands)
Lease obligations(1)
€7,236
€1,712
€3,154
€1,740
€630
Purchase obligations(2)
8,962
4,937
4,025
Other long-term liabilities(3)
1,247
1,247
(1)
Represents lease obligations relating to our office space facilities and car leases. These lease terms expire through 2029. The majority of the lease agreements are renewable at the end of the lease period.
(2)
Represents (i) a purchase agreement to purchase hearing aids in order to receive certain pricing for such hearing aids and (ii) minimum firm purchase obligations for certain hearing aids for which we would incur significant penalties if we were unable to fulfil the purchase obligation or which are not cancellable at all.
(3)
Represents certain long-term liabilities in relation to our employee participation program. The valuation of the liability is based on the actual investments made by the employee and the estimated EBITDA and revenue for a three-year period.
Income Taxes
Our income tax expense was €42,000 for the three months ended December 31, 2020, as compared to an income tax expense of €17,000 for the three months ended December 31, 2019.
Our income tax expense was €130,000 for the year ended September 30, 2020, as compared to an income tax expense of €41,000 for the year ended September 30, 2019.
Our current tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted in each jurisdiction by the end of the reporting period.
We recognize deferred tax assets to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. This judgment is made annually and based on budgets and business plans, including planned commercial initiatives, for the coming five years unless a longer period in certain situations is warranted, such as for start-up businesses. Currently, a longer period than five years has not been applied in any of the jurisdictions in which we operate.
As of September 30, 2020, we had corporate income tax loss carryforwards of €54.6 million including municipal tax loss carryforwards of €37.7 million. Based on the tax loss carryforwards, €3.2 million and €8.1 million expire between 2022 to 2025 and after 2025, respectively. There is no expiration date for the remaining €43.2 million of tax loss carryforwards. As a result of the Corporate Reorganization and changes in the ownership of Soundrise Hearing Solutions Private Limited (India), we expect that tax loss carryforwards of €2.1 million that expire after 2025 will be forfeited.
Off-Balance Sheet Arrangements
We are currently party to three receivables financing agreements with third-party lenders. These agreements allow us to offer our customers a broad spectrum of payment options. They provide us the ability
 
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to better manage our working capital requirements and our credit risk to the extent that our accounts receivables are assigned or transferred to our counterparties under our receivables financing agreements. These receivables financing arrangements currently have no material effects on our financial condition, revenues and expenses, results of operations and liquidity. For a further discussion of our receivables financing arrangements, see Note 12 of our audited combined financial statements as of and for the years ended September 30, 2020 and 2019, included elsewhere in this prospectus.
Pursuant to the framework agreement with RatePAY GmbH (“RatePAY”) dated May 28, 2020, as amended, we assign the relevant receivables to RatePAY against payment of a purchase price less certain fees, and RatePAY assumes the credit risk in respect of any receivables that are assigned under the agreement. The agreement with RatePAY has a term of 24 months, which gets extended on a rolling basis for twelve months unless it is terminated by either party based on three months’ prior notice. The right to terminate the agreement for cause remains unaffected. In addition, RatePAY offers our customers the option to make payments in installments. They currently do this in partnership with an affiliate bank, however, we are in the process of agreeing changes to this arrangement with RatePAY whereby they, rather than their affiliate bank, would offer our customers the option to make payments in installments. If our customers choose to pay in installments, the relevant receivables are acquired by the affiliate bank pursuant to a separate financing agreement that we have entered into with RatePAY, and RatePAY assess the credit risk in respect of those receivables. The agreement with the affiliate bank has no defined term and may be terminated by either party upon three months’ prior notice, as well as for cause.
Under the receivables financing agreement with MF Group Billing AG (“MF”) dated May 29, 2020, we offer MF the right to purchase the receivables of certain eligible customers who elect to purchase our products based on the issuance of an invoice. We sell these claims to MF at face value less agreed fees. MF assumes the credit risk in respect of any receivables that are assigned to them under the agreement. The agreement has no defined term and may be terminated by either party every twelve months upon three months’ prior notice, as well as for cause.
We have a master agreement with Allegro Credit (“Allegro”) dated September 23, 2015, pursuant to which we have entered into certain receivables financing arrangements with them. As part of these arrangements, Allegro finances the receivables of certain eligible customers who elect to purchase our products through an installment payment plan based on the issuance of an invoice. We assign these receivables to Allegro at face value less agreed fees upon customer purchase. Allegro assumes the credit risk in respect of any receivables that are assigned to them under the agreement. The agreement has no defined term and may be terminated by either party upon 30 days’ prior notice. Historically, we entered into installment contracts with our customers directly after which we assigned a portion of the receivables from these contracts to Allegro and retained the remaining portion on our balance sheet. However, commencing February 2021, we expect that Allegro will move to a direct lending model whereby it will enter into installment contracts with our consumers directly for sales made on credit. Allegro has recently been acquired by Synchrony Bank. However, at this time, we do not expect that to have any material impact on our receivables financing arrangements described above.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our combined financial statements, which have been prepared in accordance with IFRS. The preparation of these combined financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities in our combined financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, are reflected in the combined financial statements prospectively from the date of change in estimates.
 
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While our significant accounting policies are described in more detail in the notes to our combined financial statements appearing elsewhere in this prospectus, we believe the following accounting policies used in the preparation of our combined financial statements require the most significant judgments and estimates.
Revenue Recognition
Our revenue is primarily derived from the sale and finance lease of hearing aids directly to the end customer.
Both revenue streams qualify as contracts with customers. The revenue from the sale of hearing aids falls under the scope of IFRS 15 (Revenue from Contracts with Customers) and the revenue from finance lease of hearing aids falls under the scope of IFRS 16 (Leases).
Sale of hearing aids
We recognize revenue for the sale of hearing aids at the point in time in which control is transferred to the customer (i.e., when the hearing aids have been fitted to the customer). Similar to finance lease sales, fittings may be performed by hearing care professionals in our partner provider network either physically at their clinics or electronically through our teleaudiology solution. We measure revenue at the fair value of the consideration received or receivable net of discounts, value added tax and other duties, and at discounted amounts in the case of installment plans.
We consider whether there are other commitments in the contract that are separate performance obligations to which a portion of the transaction price must be allocated. We assess all promised goods and services in order to identify performance obligations at contract inception. Contracts with customers include a single performance obligation, such as the sale of hearing aids and accessories.
We have an option to sell products with 36-month installments. These arrangements are not considered to be leases. For these contracts, a discount rate reflective of market interest rate at contract inception is used. After contract inception, we do not update the discount rate for changes in interest rates or other circumstances. We present the effects of financing in interest income, separate from revenue from customers, in the statement of comprehensive loss. We recognize any expected credit loss adjustments or losses resulting from unexpected defaults or other events relating to installment plans in marketing and selling expenses. We recognize interest received as a result of the installment plans as interest income.
Other contracts that we offer do not contain a significant financing component included in payment terms. Payments are typically due within 14 to 30 days from the invoice date.
Our hearing aids are sold with a right of return in certain cases; therefore, we recognize a refund liability and a corresponding adjustment to revenue for those products expected to be returned. The expected returns are estimated based on an analysis of historical experience adjusted for any known factors impacting expectations for future return rates. To the extent that we will be able to recover the cost of returned products, when customers exercise their right to return, we recognize a separate right to return asset and a reduction in cost of revenue. Historically, we have not experienced any material losses from the return of hearing aids.
In some locations, the customer has up to a 90 days trial period, depending on the country, before purchasing the hearing aid devices. As of October 1, 2020, the customer has up to a 30 days trial period in South Korea. In these circumstances, we do not recognize revenue until the customer formally accepts the hearing aid device. No return period is granted for these sales. In the remaining locations, the customer has a 30-45 day return period. In these locations, estimates of the number of returns of products under customers’ right of return are based on the right of return policies and practices, accumulated historical experience, sales trends and the timing of returns from the original transaction date when applicable. Where new products are sold or products are sold to new markets, for which sufficient historical experience does not exist, refund liability and revenue to be recognized are based on estimated demand and acceptance rate for well-established products with similar market characteristics.
 
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Finance lease of hearing aids
In the past, we offered our customers the option to purchase hearing aids based on finance lease contracts. We recognized revenue for the finance lease of hearing aids at the point in time in which control was transferred to the customer (i.e., when the hearing aids have been fitted to the customer). Our finance lease agreements are for a 36-month term and we recognized finance lease revenue in the amount of the present value of the total consideration expected to be received over the lease term. We recognize any expected credit loss adjustments or losses resulting from unexpected defaults or other events relating to finance lease plans in marketing and selling expenses. We recognize interest received as a result of finance lease plans as interest income.
Leases as a Lessor
At lease inception we must determine the classification of each lease. To classify each lease, we make an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease, if not, then it is an operating lease. As part of this assessment, we consider certain indicators such as:

If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, the lessee has the option to purchase the underlying asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable for it to be reasonably certain, at the inception date, that the option will be exercised;

the lease term is for the major part of the economic life of the underlying asset even if title is not transferred;

at the inception date, the present value of the lease payments amounts to at least substantially all of the fair value of the underlying asset; and

the underlying asset is of such a specialized nature that only the lessee can use it without major modifications.
Based on the above indicators, we have concluded that the leases should be classified as finance leases. At the commencement date of the finance lease, we derecognize the inventory when it is transferred to the customer and recognize the net investment in the inventory which is the present value of the future lease payments of that specific inventory. This amount is measured by using the simplified impairment approach in accordance with IFRS 9. Interest income is recognized over the term of the lease of 36 months.
Trade Receivables
We measure trade receivables at amortized cost less allowance for lifetime expected credit losses. Our expected credit losses is based on the difference between the contractual cash flows due in accordance with the contract and all cash flows that we expect to receive.
To measure the expected credit losses, we have grouped trade receivables based on shared credit risk characteristics and the days past due. For trade receivables that are considered credit impaired, we determine the expected credit loss individually.
We write off trade receivables assets when all possible options have been exhausted and there is no reasonable expectation of recovery.
Intangible Assets
Our intangible assets consist of primarily internally developed software, accounted for in accordance with IAS 38 “Intangible Assets”, which have reached the application stage or represent new features.
We recognize as intangible assets development projects that are clearly defined and identifiable, where the technical feasibility of completion, availability of adequate resources to complete, existence of probable future economic benefits can be demonstrated, and where we have the intention to apply the product or process in
 
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question. We recognize other development costs as costs in our combined statements of comprehensive loss as incurred. The costs of development projects comprise all directly attributable costs including wages, salaries, costs to external consultants, rent, materials and services and other costs. We measure intangible assets at cost less accumulated amortization and impairment losses.
We review the estimated useful life and amortization method at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
JOBS Act Election and Foreign Private Issuer Status
We qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are not otherwise applicable to public companies. These provisions include, but are not limited to:

being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

not being required to comply with the auditor attestation requirements on the effectiveness of our internal controls over financial reporting, which would otherwise be applicable beginning with the second annual report following consummation of the offering;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

reduced disclosure obligations regarding executive compensation arrangements; and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the completion of this offering occurs. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
Upon the closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. A foreign private issuer may take advantage of reduced reporting requirements that are not otherwise applicable to domestic U.S. public companies. These provisions include, but are not limited to:

being permitted to file or furnish, as applicable, our annual and any interim financial statements in full compliance with IFRS as issued by IASB without a reconciliation to U.S. GAAP;

not being required to file quarterly reports (including quarterly financial information) on Form 10-Q;

not being required to file current reports on Form 8-K but rather using Form 6-K to furnish (not file) current reports with the SEC; and

being permitted to file our annual reports on Form 20-F within four months after the end of our fiscal year.
 
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We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock.
Recently Adopted and Issued Accounting Standards
We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our financial statements or do not otherwise apply to our operations.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is broadly defined as potential economic losses due to adverse changes in the fair value of a financial instrument. In the normal course of business, we are exposed to market risks, including foreign currency exchange rate risk and interest rate risk.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk by virtue of our international operations. This risk arises because we use different currencies to recognize revenue and pay operating expenses. We derived 58.9% of our revenue for the year ended September 30, 2020 from operations outside of the eurozone. Our strategy for managing foreign currency risk is to sell our products and invoice the end customers in the local functional currency of the domicile of our entity. Generally, all of our purchase contracts are denominated in our local functional currency; therefore, we are able to significantly reduce our net currency exposure. As of September 30, 2020, we had no outstanding foreign currency forward contracts. Foreign currency exchange rate risk is evidenced in our financial statements through translation risk and transaction and remeasurement risk.
Translation Risk
We are exposed to movements in foreign currencies, predominately in euro, U.S. dollars, Korean Won, Malaysian Ringgit and Swiss Francs, with the majority in euro.
Changes in exchange rates between the applicable foreign currency and the euro will affect the translation of foreign subsidiaries’ financial results into euro for purposes of reporting our combined statements of comprehensive loss. The process by which we translate each foreign subsidiary’s financial results to euro is as follows:

we translate statements of comprehensive loss at the exchange rates on the dates those elements are recognized or the average exchange rates for the relevant monthly period;

we translate balance sheet asset and liability accounts at the end of period exchange rates; and

we translate equity accounts at historical exchange rates.
Translation of the balance sheet in this manner affects shareholders’ deficit through the foreign currency translation adjustment account. This account exists only in the foreign subsidiary’s euro balance sheet and is necessary to keep the foreign balance sheet, stated in euro, in balance.
We report translation adjustments within accumulated other comprehensive loss as a separate component of shareholders’ deficit on our combined balance sheets. Unrealized gains or losses from translating amounts in foreign currencies are recorded in other comprehensive income or other comprehensive loss on our combined statements of comprehensive loss.
We have translation risk as a result of intercompany loans or other intercompany borrowings (collectively, “intercompany debt”) throughout our organization when such intercompany debt is denominated in a currency other than the subsidiary’s functional currency. Changes in exchange rates from the time a subsidiary
 
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records the intercompany debt until the time the subsidiary pays the intercompany debt will result in a foreign currency translation gain or loss.
Transaction and Remeasurement Risk
We record all foreign currency transaction and remeasurement gains and losses as other finance income (expense), net on the combined statements of comprehensive loss. We do not have significant operations in countries considered highly inflationary.
We transact with customers, including invoicing and collection of payments, in our subsidiary’s functional currency. Transaction risk occurs for the allocation of certain central expenses.
Interest Rate Risk
We have interest bearing liabilities with floating interest rates from related party borrowings (cash pool clearing accounts maintained centrally with entities within the WS Audiology Group).
We have conducted a sensitivity analyses based on the exposure to interest rates at the applicable reporting date, which is discussed below. For our floating rate liabilities, the analyses is prepared assuming the amount of liability outstanding at the applicable reporting date was outstanding for the whole year.
If interest rates had been 1.0 percentage point higher and all other variables were held constant our net profit (loss) would decrease by €854,000 for the year ended September 30, 2020 (2019: €625,000). If interest rates had been 1.0 percentage point lower and all other variables were held constant, our net profit (loss) would increase by €857,000 for the year ended September 30, 2020 (2019: €636,000). This analyses is based on our management’s assessment of the reasonable possible changes in interest rates.
Our interest income could be negatively impacted due to defaults by customers under our installment and lease plans.
Credit Risk
Credit risk is defined as an unexpected loss in cash and earnings if the customer or contracting party is unable to pay its obligations in due time. We may incur losses if the credit quality of our customers deteriorates or if they default on their payment obligations to us. Our exposure to credit risk arises primarily from trade receivables.
We collect a portion of our receivables over time, up to a 36-month period, depending on the program preferred by customers. Receivables from installment plans and finance leases are collected over the period of installment plan arrangement or lease terms. Regarding the installment plans that we offer, depending on a number of factors, sometimes that financing is provided by third parties who assume the credit risk and sometimes we assume the credit risk. When we assume the credit risk, we often sell the underlying receivables and incur a fee for doing so. Where we retain the credit risk, we have exposure to bad debt expense for which we take reserves. In order to mitigate credit risk from installment plans going forward, we have implemented a selection process based on credit scoring to determine which customers are eligible to participate in such payment plans. Over time, we also intend to increase our reliance on third party providers of installment financing who would assume the credit associated with such financing.
Based on our total trade receivables, net, 21.7% and 22.5% constituted the long-term portion of installment plan trade receivables, net, as of December 31, 2020 and September 30, 2020, respectively. Based on our total finance lease receivables, 49.5% and 47.1% constituted the long-term portion of finance lease receivables as of December 31, 2020 and September 30, 2020, respectively.
Based on our total trade receivables, net, 22.5% and 12.1% constituted the long-term portion of installment plan trade receivables, net, as of September 30, 2020 and 2019, respectively. Based on our total finance lease receivables, 47.1% and 62.4% constituted the long-term portion of finance lease receivables as of September 30, 2020 and 2019, respectively. When recording a receivable for an installment plan or a finance lease, we account for expected credit losses by recognizing a bad debt provision.
 
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BUSINESS
Overview
At hear.com, we are on a mission to bring high quality hearing care to anyone, anywhere. Since our founding in 2012, we have grown rapidly to become the largest online provider of expert, medical-grade hearing care globally. We reimagined the hearing care delivery model and pioneered a digital platform that enables us to deliver a highly engaging, end-to-end customer experience, which we call our Hearing Success Program.
We first meet our consumers online before engaging with them telephonically to provide individualized advice on hearing care, dispel any misconceptions and generate excitement. Once the consumer decides to continue with hearing tests and fittings, we meet them locally through our global network of over 5,000 handpicked clinic locations, which we refer to as our partner providers, or remotely through our proprietary Clinic-in-a-Box, which is our teleaudiology solution. Our data-driven approach to hearing care enables us to deliver a personalized experience and respond to customer needs in real time. Our continued investment in technology and data analytics is geared towards maximizing customer satisfaction, allowing us to connect with a broad unpenetrated base of consumers and redefine what it means to experience and treat hearing loss today.
Hearing loss is a widespread and underserved problem. In 2018, the WHO estimated that 466 million people worldwide suffered from disabling hearing loss, with millions more affected with moderate hearing loss. Despite its prevalence, as reported by the WHO, only about 17% of individuals with hearing loss own hearing aids. Even though hearing aid technology has advanced significantly and enabled smaller, more powerful devices, individuals seeking hearing care often have misconceptions about hearing aids in terms of their design and usability. Additionally, they face multiple challenges stemming from a complex range of hearing devices with varying degrees of quality and parameters for fit and customization. The traditional process to purchase hearing aids can be lengthy and inconvenient for many consumers. Hear.com was founded to provide consumers with a highly tailored, digital solution to access medical-grade hearing care and the latest in hearing aid technology. We built our platform to address and overcome the myriad of complexities consumers often face as they seek hearing care. We have a relentless focus on serving our customers and empowering them to make the optimal decision for their hearing care needs. This results in deep satisfaction among our customers, as demonstrated by our Net Promoter Score of 70 as of December 31, 2020 and ongoing positive customer feedback.
Our Hearing Success Program is a consumer-centric approach that we believe differentiates us from traditional hearing care providers. This comprehensive program encompasses outreach, assessment, planning, facilitation, care coordination, evaluation and advocacy for options and services that are tailored to an individuals’ hearing care needs. Our first contact with potential customers begins with our targeted digital marketing approach and the strategic placement of advertisements in a wide range of digital channels. These advertisements are designed to redirect potential customers to our online platform where we encourage them to engage through one of approximately 360 tailored versions of our website, which in the aggregate attracted over 70 million visits in 2020. Customers are then contacted telephonically by one of our internal sales consultants, who are full-time employees and highly-trained hearing experts. Our internal sales consultants provide education and expert advice for potential solutions that are tailored to the customer’s specific goals and they stay with each customer throughout the entire hearing care journey, from the initial consultation to fitting, purchasing, servicing and beyond. After they have spoken to a customer, our internal sales consultants coordinate with our global network of credentialed hearing care professionals to schedule a hearing test and fitting, either locally or remotely through our Clinic-in-a-Box solution. Once a hearing care solution is found, we handle all aspects of the purchase, including invoicing, settling reimbursement claims and providing financing options, as well as post-purchase servicing, allowing us to maintain multiple points of contact with our customers to ensure the highest levels of satisfaction and retention for their next purchase.
 
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We have presented below the customer journey through our Hearing Success Program:
[MISSING IMAGE: tm214804d1-ph_program4c.jpg]
We believe that our platform is highly effective and scalable because we deliver significant value to (1) our customers seeking hearing care, (2) our network of partner providers seeking opportunities to serve more customers and increase their income, and (3) our manufacturing partners focused on developing the highest quality hearing aids by incorporating customer feedback and expanding their reach. We have designed our platform to improve over time by continually incorporating new data from millions of interactions with customers, hearing care professionals, and manufacturers. For example, our customer journey is constantly optimized by analyzing the data we gather from our ever increasing consumer database, which provides us with key insights on the drivers of customer satisfaction, quality of care, and cost effective outcomes. Our data-driven approach creates a “flywheel effect,” whereby the more attractive we make our offering to consumers, the more consumers we draw to our platform at lower acquisition cost, and the more attractive we become to our partner providers and manufacturing partners.
[MISSING IMAGE: tm214804d1-ph_customer4c.jpg]
The hearing care clinics in our network represent a significant share of the global independent audiology community. We believe our global network is the largest of its kind, with over 5,000 partner providers comprising an estimated 15,000 hearing care professionals. Participation of partner providers in our network is based on a rigorous and ongoing vetting process that evaluates criteria including their record of customer satisfaction, average time to first appointment, and speed of service. This results in the selection of top-tier partner providers who are accustomed to delivering the highest standard of care for our customers. We have developed strong long-term relationships with our partner providers and work closely with them to develop innovative approaches to address the needs of our target customers. We also undertake extensive partner provider training programs, which are designed to provide the knowledge and tools required to become more
 
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entrepreneurial and customer-centric, which we believe will help them, and, in turn, us, to achieve higher conversion rates and sales volumes. We have built a strong partner management team that is responsible for acquiring new partner providers and for collaborating on quality of service and conversion rate improvements. This includes supporting hearing care professionals in establishing new clinics that then become a part of our network of partner providers. Our partner management team also works with our partner providers to obtain precise insights into customer demand in certain geographies as well as providing recruiting services to participating hearing care professionals as part of our entrepreneurship program. A key goal of ours is to become the most important business partner to our partner providers.
Our success is demonstrated by the number of contact requests we receive, which was approximately 1.4 million in 2020. We are the leading online hearing care company based on web traffic and estimate that we are a leader in online revenue in every market we serve, including the United States. We have a presence in 11 countries and our database includes close to six million consumers as of December 31, 2020. We have assembled a management team with advanced sector, technical and digital expertise, and, as of December 31, 2020, had 1,388 full-time employees dedicated to helping our customers hear better again, including 688 internal sales consultants and 181 in-house technology employees.
We believe our financial results reflect the significant market demand for our offerings and the value that we provide to the broader hearing care ecosystem. Our revenue was €151.1 million and €119.7 million for the fiscal years ended September 30, 2020 and 2019, respectively. We generated net losses of €23.1 million and €17.4 million for the fiscal years ended September 30, 2020 and 2019, respectively. Our EBITDA was €(11.0) million and €(9.1) million for the fiscal years ended September 30, 2020 and 2019, respectively. EBITDA is a non-IFRS financial measure. For a reconciliation of EBITDA to the most directly comparable IFRS financial measure, information about why we consider EBITDA useful and a discussion of the material risks and limitations of these measures, please see “Prospectus Summary—Summary Combined Financial and Operating Data—Non-IFRS Measures.”
The Hearing Economy is a Growing Market with Historically Fragmented Distribution
Hearing loss is a widespread and growing global health issue
The WHO estimates that 466 million people worldwide, or 6% of the global population, had disabling hearing loss in 2018. This population is expected to grow in size to more than 900 million people by 2050. Hearing loss affects people of all ages and is generally congenital, noise-induced, from chronic middle ear infection, or age-related as approximately one-third of persons over 65 years suffer from it. As demographic trends shift and life expectancy increases, we expect that the proportion of the population with hearing loss will continue to rise. According to the United Nations, the global population of those over 65 years old is the fastest growing age group and will represent 25% of all people living in Europe and Northern America by 2050. The burden of hearing loss on an individual’s well-being and quality of life is substantial and can be exacerbated by negative societal attitudes and prejudice towards affected people. Not being able to communicate with others can lead to social isolation, loneliness and frustration, especially among older people. Unaddressed hearing loss costs the global economy an estimated $750 billion annually according to a 2017 study by the WHO.
The market for hearing care remains significantly underserved
According to an independent third party study, of all individuals who experienced hearing loss, 65% experienced mild hearing loss, 24% experienced moderate hearing loss, and 11% experienced moderately severe to complete hearing loss. Despite the significant individual and societal impact of hearing loss, the WHO estimates that only 17% of people with hearing loss own hearing aids as of 2020. The prevalence of hearing aid use is consistently low in individuals with mild hearing loss but generally increases in individuals with moderate or greater hearing loss according to a 2020 EuroTrak publication on behalf of the European Hearing Instrument Manufactures Association (EHIMA). Only in the more severe cases does a higher percentage of individuals use a hearing aid.
 
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Global hearing loss severity                 Global gap in hearing aid need versus use
[MISSING IMAGE: tm214804d1-pc_glblhear4clr.jpg]
Source: Stevens, et al. Global and regional hearing impairment prevalence: an analysis of 42 studies in 29 countries, European Journal of Public Health, Volume 23, Issue 1, February 2013
Source: WHO (2020)
We believe the limitations of traditional hearing care and the lack of consumer-focused platforms that enable consumers to easily search, discover and access solutions are the primary reasons driving this under penetration. These limitations include the following:

Misconceptions associated with the use of hearing aids:   Common prejudices and misconceptions surrounding the use of hearing aids have proven to be a significant hindrance to adoption. These include notions about hearing aids being large and uncomfortable, expensive, ineffective, and marking their users as elderly or unproductive. Traditional hearing care providers have done little to proactively address these misconceptions or promote the benefits of modern hearing care. For example, modern devices are as small as coffee beans and nearly invisible. Moreover, hearing aids are now very powerful, highly effective in even the most difficult hearing environments and do not have to be expensive.

Disempowering consumer experience:   We believe the traditional business model for hearing care lacks individualized and customized care for consumers and does not utilize technologically driven solutions. This model does not create effective or long-lasting consumer engagement. We believe that most hearing aid users who engage in this process are unaware of modern hearing care options and the flexibility to tailor hearing care to their specific needs. As a result, consumers may feel like passive participants, or patients, with limited autonomy in arriving at an important and lasting life decision.

Inconvenient, cumbersome process:   The traditional business-to-consumer channel has faced limited competition and innovation, and has thus made little investment in the consumer experience. The entire process from obtaining a hearing aid to fitting it is lengthy and can take multiple weeks to several months of in-person clinic visits. This process can be cumbersome and result in limited consumer satisfaction.

Inaccessible hearing care service in remote areas:   A significant percentage of people with hearing loss reside in geographic areas that are underserved by the traditional hearing care model, such as Africa and most of Asia. According to the WHO, in 2013, many countries in these regions had less than one audiologist per million people, while more developed countries had rates of over 100 times that. Even in developed countries, there are many rural areas that lack access to certified hearing care experts.
Future growth of hearing care to be driven by high quality digital solutions
The global hearing care market is highly fragmented, and primarily consists of independent hearing care professionals who own their own practice, dedicated specialty retailers which are large retail chains that sell hearing aids only, and non-specialty retailers who sell other items along with hearing aids, such as Costco. We estimate that the online channel accounted for only 1% to 2% of global hearing aid sales in 2019. We believe
 
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this channel is highly underpenetrated and poised to capture significant market share as has been seen in other industries. For example, online eyewear sales represented 13% of North America, 11% of Europe, and 23% of Asia eyewear revenue according to a 2020 Consumer Market Outlook Report by Statista. More broadly, ecommerce represented 14% of United States retail sales in 2020, according to the U.S. Department of Commerce.
Consumers are increasingly more comfortable with using online platforms in all facets of life. According to a 2019 Pew Research Center study, 79% and 88% of the 50-64 year old group in the United States, a key component of our target baby boomer population, are smartphone owners and regular internet users, respectively. Older consumers have become more comfortable with online purchases as they have greater control over a digital experience, and are empowered with more options and increased convenience compared to physical channels.
% of Population using the internet by age, 2010-2019
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Source: U.S. data from Pew Research Center (2020) and EU data from EuroStat (2020)
Our market opportunity
We estimate that global spend for hearing aids was approximately $18 billion in 2019. We believe this spend, however, is generated from people with severe and profound hearing loss and who primarily obtain their hearing aids through physical channels. Also, the WHO estimates that, as of March 2020, approximately 83% of individuals with hearing loss globally do not own a hearing aid. We believe there is a substantial opportunity to increase digital penetration in the market for people suffering from hearing loss, which increases our global addressable market significantly. We currently operate in 11 countries and, based on data from the countries that account for approximately two-thirds of our current sales volumes, we estimate that we have less than 10% market share by revenue in each of the countries in which we operate. Based on an estimated 180 million adults with a moderate or a higher degree of hearing loss, average lifecycle of hearing aids, and price of hearing aids in these countries, we estimate our current addressable market to be more than $35 billion annually. At the individual country level, we estimate that our current addressable market is: $13.4 billion in the United States, $11.3 billion in India, $3.0 billion in Germany, $2.3 billion in France, $1.3 billion in Canada, $1.2 billion in South Korea, $0.9 billion in Malaysia, $0.8 billion in South Africa, $0.5 billion in the Netherlands, $0.5 billion in Switzerland, and $0.2 billion in Singapore. We expect our addressable market to grow as we further expand into additional geographic markets.
What Differentiates Us
Our development, approach, partnerships, customer engagement and investments are aimed at realizing hear.com’s singular mission to bring high quality hearing care to anyone, anywhere. Our competitive strengths consist of:
Scale and market leadership
We are the leading online hearing care company based on web traffic and estimate that we are a leader in online revenue in every market we serve, including the United States. The strength of our market leadership is
 
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demonstrated by the scale and growth of our customer contacts, the breadth and size of our partner provider network, and our deep customer satisfaction.
Our partner provider network
We believe our independent global network is the largest of its kind, with over 5,000 partner providers comprising an estimated 15,000 hearing care professionals. Participation of hearing care professionals in our network is based on rigorous selection and ongoing vetting that results in the selection of top-tier hearing care professionals who are accustomed to delivering the highest standard of care. Our network of partner providers represents a significant share of the global independent audiology community and our partnership with these providers is usually exclusive.
Differentiated go-to-market strategy
Hearing care is a personal, often significant, decision that can require a high degree of consumer motivation to engage and substantial consideration of individual needs and preferences. The path to purchase may include multiple touchpoints across both physical and online sales channels and can involve months of consumer education and deliberation. Our Hearing Success Program takes a digital-first approach to simplify the path to purchase and produces a personalized and guided user experience. Our digital platform allows for constant experimentation and rich data collection that enables us to improve pricing, responsiveness, conversion rates, and advertising effectiveness, all of which help to inform our marketing strategies and further our business.
Proprietary and purpose-built technology platform
Our ability to simultaneously deliver significant value to all of our key stakeholders is deeply rooted in our proprietary and purpose-built technology platform. Our technology powers all aspects of our company: engaging our customers and supporting our partner providers and manufacturing partners, while advancing our business objectives. It allows us to improve user experience through proactive and personalized outreach, online scheduling, virtual partner provider visits and ready access to hearing care information. Our technology also supports our partner providers by reducing common administrative burdens such as invoicing, settlement of reimbursement claims and potential financing, along with coordination of hearing care, ultimately allowing our partner providers to spend more time delivering clinical care. We collect data, consumer reactions and other insights that we convey to our manufacturing partners enabling them to improve the quality of their hearing aids. We have designed our technology to improve over time by continuously incorporating new data from millions of interactions with customers, hearing care partners, and manufacturers.
Customer-centricity as the fundamental tenet of our company
Understanding our customers’ needs is our highest priority and everything we do is centered around making our customers happy by delivering superior outcomes. We have devoted almost a decade, and significant resources, to developing our customer journey, which, at each step, is designed to optimize customer experience and provide tailored, thoughtful and individualized information and guidance to our customers. Our substantial investment in the extensive training of our internal sales consultants and partner providers is central to the scaling of our customer-first approach. Our employees share in our passion to bring high quality hearing care to anyone, anywhere. We believe that this ethos differentiates us from other participants in the hearing care market and drives higher conversion rates and long-lasting relationships with our customers.
Deeply experienced management team with a culture of innovation
We are a founder-led, diverse, global, entrepreneurial, and talented team. Our leadership team has deep expertise in hearing care, technology, digital sales, retail and marketing. Across our global operations, we have established a strong company culture and action-oriented approach to scaling and optimizing our business operations. Our non-hierarchal, fast-paced and open working culture delivers high-impact outcomes for customers, partners and our teams. We operate under the belief that we can always be faster and better, and we
 
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encourage our teams to innovate and move beyond personal comfort zones. Many of our leaders have been with us for many years, are driven by our mission, and are passionate about shaping hearing care for the better.
Our Growth Strategy
We believe that there are significant opportunities to increase awareness and educate consumers regarding hearing care, hearing aids innovation, purchase process and pricing, as well as our platform and solutions. To transform hearing care delivery at scale, we are pursuing growth through the following avenues:
Continue to attract new consumers and partner providers in existing geographic markets
Globally with only 17% of people with hearing loss owning hearing aids, and an estimated 1% to 2% online penetration, we believe the online hearing care market is significantly underpenetrated. We believe that this presents us with a significant opportunity to attract new consumers and gain sizeable market share in our existing geographic markets. For example, in Germany, our initial market, we increased our revenues by 19.7% for the fiscal year ended September 30, 2020 compared to the fiscal year ended September 30, 2019. We also plan to continue to increase the size of our network of partner providers so that we are well positioned to cater to our growing customer base as we continue to expand in these geographic markets.
Bringing telehealth to hearing care
We currently offer our proprietary Clinic-in-a-Box, which is our teleaudiology solution, in the United States, Canada and Malaysia and intend to introduce it across multiple geographic and regional markets. We believe that our Clinic-in-a-Box solution is well suited to bring medical-grade hearing care to consumers in emerging markets, such as countries in Africa and Asia, where there may be little or no access to hearing care, and in developed markets, such as the United States and Canada, where there may be insufficient hearing care coverage in areas of low population density. Clinic-in-a-Box caters to consumers’ preference of receiving hearing care in the comfort of their home, which typically results in higher conversion rates compared to in-clinic visits. For a description of our Clinic-in-a-Box solution, see “―Clinic-in-a-Box Solution.”
Efficient geographic and network expansion
We plan to expand into new geographic markets such as China, Brazil, Mexico, Colombia and Japan where we do not currently operate. Based on the number of adults with a moderate or a higher degree of hearing loss, the average lifecycle of hearings aids, and the price of hearing aids in these countries, we estimate that the incremental addressable market consists of 170 million adults in these countries, representing an additional $22 billion annually in sales of hearing aids. We believe we can leverage our strong track record of execution from our 11 existing geographic markets in order to efficiently launch into these new geographic markets.
Develop and expand a differentiated direct-to-consumer approach
We plan to introduce a differentiated and lower cost direct-to-consumer retail model where we serve consumers with mild hearing loss in a more efficient and direct manner with fewer physical touchpoints. Our differentiated direct-to-consumer model will continue to offer all of our existing solutions and services to consumers with the exception of appointments with hearing care professionals. Customers will still benefit from all other aspects of our Hearing Success Program, including phone consultations with our internal sales consultants such that they receive highly effective hearing aids and programming, based upon their budget, lifestyle and degree of hearing loss. Customers will also benefit from our after-sales services. This model will allow us to deliver our usual high standards of hearing care in a convenient and streamlined manner and at more economical prices.
Sell incremental solutions to existing consumers and encourage repeat purchases
We currently offer our customers various value-added solutions and services such as warranties, guarantee extensions, service packages and batteries. We aim to increase the number and sales of our value-added
 
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solutions and services, which we believe will be accretive to our consumer lifetime value, without significantly increasing consumer acquisition costs. Sales of ongoing solutions and services also allow us to maintain contact with our customers after purchase and over time, which we believe contributes to developing longstanding relationships with them. We also aim to leverage these longstanding relationships to encourage customers to buy new hearing aids from us as their old ones reach the end of their lifetime, which occurs typically every four to six years.
Continue to invest in consumer innovations, solutions and services
We continually invest in and scale digital solutions and services to enhance access to medical-grade hearing care and increase the quality of hearing outcomes for our customers. In our hearing studios in Denver (United States), Mainz (Germany) and Utrecht (the Netherlands), we develop, test and optimize product and process innovations together with our customers, partner providers and manufacturing partners. This allows us to maximize the speed of our innovation and its timing to market. Two examples of our solutions and services are:

Hearing as a service:   We are in the process of designing and implementing a subscription service for our customers, which we refer to as hearing as a service, that will cover a range of solutions and services. These will include fine tuning and periodic upgrades of hearing aids (potentially every two to three years depending on the frequency of upgrades by our manufacturing partners). We aim to offer a range of options that suit a variety of customer budgets and preferences to allow our customers the flexibility to customize their subscription.

The “hear.com Horizon”:   We have begun rolling out our own brand of hearing aids, hear.com Horizon, that we co-developed with one of our manufacturing partners for our exclusive use. The hear.com Horizon was developed using the data we have collected from our consumers based on their experiences with existing hearing aids over time. It is primarily targeted to consumers with mild hearing loss, and with it consumers receive a fully integrated and more streamlined experience from hear.com. The hear.com Horizon was introduced in Germany in mid-2020, with planned launches in our other geographic markets expected in 2021.
Our Value Proposition
We believe that our platform is highly effective because we deliver significant value to our consumers, hearing care professionals, and manufacturing partners. Our value proposition by stakeholder is described below:
Consumers:   Our platform delivers high quality hearing care to consumers who may otherwise have forgone hearing care due to a variety of factors, including affordability, fear of stigma, or lack of access to expert care. Our internal sales consultants educate consumers on the various options of modern, individualized hearing care and connect them with top-tier hearing care professionals physically or remotely. Our Hearing Success Program ensures customer satisfaction across each stage of the customer journey and increases adoption, reduces complexity, and improves hearing outcomes. The value that consumers ascribe to our platform is demonstrated by our high Net Promoter Score of 70 as of December 31, 2020.
Hearing care professionals:   We help our partner providers by giving them access to a curated network of patients that they can use to fill excess capacity and increase their income. Moreover, we typically enter into geographic exclusivity with them in specified areas, which provides them with a continued flow of customers. Our Clinic-in-a-Box solution offers our partner providers access to patients beyond their geographic area and in underpenetrated consumer segments. We also undertake extensive training programs for our partner providers, which are designed to provide them with the knowledge and tools required to become more entrepreneurial and customer-centric, which we believe will help them grow their practices. Our partner management team supports hearing care professionals in establishing new clinics that then become a part of our network. A key goal of ours is to become the most important business partner to our partner providers.
Manufacturing partners:   Our digital marketing capabilities and consumer-facing platform allow our manufacturing partners to benefit from increased sales through access to new consumer segments, including
 
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those engaging with hearing care for the first time. Our services also create opportunities for our manufacturing partners to strengthen their brand recognition within our network, which may help them in achieving additional revenue through traditional sales channels. Our continued engagement with our customers after their purchase of hearing aids also positions us to collect consumer reactions and other insights on products and to provide that feedback to our manufacturing partners. These insights are valuable for our manufacturing partners to help them improve the quality of their products, which ultimately results in better products for our customers and provides our manufacturing partners a competitive advantage over their peers.
The flywheel effect
Our technology platform, driven by over 200 connected software services, underpins our offering. The data we collect, the consumers we attract, and the leads we convert into sales, all in collaboration with our partner providers and manufacturing providers, drives continuous improvement and growth for us and all of our stakeholders, creating a “flywheel effect”. The more attractive we make our offering to consumers, the more consumers we draw to our platform at lower acquisition cost, and the more attractive we become to our partner providers and manufacturing partners, as described below:

we are continuously initiating, measuring, analyzing and optimizing millions of consumer interactions, with every touch point and consumer visit adding data;

we use this data to optimize customer satisfaction, drive repeat business and increase our conversion rates to a sale;

higher conversion rates result in lower customer acquisition costs in relation to a sale, which enables us to continue investing in additional customer acquisition, leading to the acquisition of even more leads and more data;

our partner providers become more attracted to our platform because we bring a large and continually growing number of additional customers and, as we convert more leads into sales, our partner providers generate incremental income, which further incentivizes them to continue utilizing our platform and engage with us in further optimizing customer experience, which, in turn, increases conversion rates; and

the data we collect through our multiple consumer touchpoints gives us valuable insight into consumer trends and behavior, which we share with our manufacturing partners, who use that information to improve the quality of their products, which ultimately improves our offerings and help us achieve better fitting outcomes and greater customer satisfaction.
We believe that this virtuous cycle has strengthened over time and will continue to drive significant growth.
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The Customer Journey through our Hearing Success Program
Our comprehensive Hearing Success Program encompasses outreach, assessment, planning, facilitation, care coordination, evaluation and advocacy for options and services that are tailored to an individual’s hearing care needs.
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End consumer marketing
Our first contact with potential customers begins with our targeted marketing approach and the strategic placement of advertisements in a wide range of digital channels, which we believe gives us a great level of exposure to consumers. We design our advertisements to be context- and audience- specific, thereby maximizing our chances of engagement. Once potential customers click on one of our advertisements, they are brought to one of over 300 tailored versions of our website, or landing pages. Each of these landing pages depicts a visual story specific to the customer segment and digital channel used, encouraging the potential customer to engage. Visitors are then invited to take a 14-step questionnaire that allows us to measure their interest for a consultation and to demonstrate our key credentials. Our innovative marketing approach has led to approximately 1.4 million contact requests in 2020.
Consultation with our internal sales consultants
Potential customers are then contacted by one of our internal sales consultants, who are highly-trained hearing experts focused on first-time hearing aid users and stay with each customer throughout the entire journey of their purchase. Our internal sales consultants engage in detailed conversations with potential customers to identify and understand their needs, motivation and lifestyle preferences. The in-depth knowledge from these conversations allows our internal sales consultants to provide expert advice on finding the right solution tailored to the customer’s specific goals and allows them to educate customers on brands, models, pricing, care coordination, risk-free trials, and financing and insurance. After they have spoken to a customer, our internal sales consultants coordinate with our global network of credentialed partner providers to schedule a hearing test and fitting, either locally or remotely through our Clinic-in-a-Box solution.
Expert fitting, in-clinic or remotely
We meet our customers locally through our global network of over 5,000 carefully selected partner providers or remotely through our Clinic-in-a-Box. Over 80% of our customers reside within 20 miles of one of our partner providers’ locations, and our Clinic-in-a-Box solution is available for those customers in areas where in-clinic visits are not feasible. Our partner providers test customers’ hearing, prepare pre-selected hearing aids based on the consultation with our internal sales consultants, and fit it to customers’ individual needs. After a customer finishes the appointment, they begin their risk-free trial period, during which we follow up with calls and work with the customer to fine-tune the hearing aids as needed.
In addition, our hear.com consumer app provides a digital guide for customers to get the most out of our services during the trial period, and was downloaded over 50,000 times in 2020 and, of those, more than 70% of existing hear.com customers in the United States engaged following the download.
 
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After sales services
After the customer has decided to purchase a hearing aid, we handle all aspects of the purchase, including invoicing, settlement of reimbursement claims, and offering financing options. In addition to hearing aids, we provide a variety of products and services, such as accessories, warranty extensions, service check-ups, maintenance and remote fine-tuning. These post-purchase services allow us to maintain multiple points of contact with our customers to ensure the highest levels of satisfaction and long-term retention.
Clinic-in-a-Box Solution
Our proprietary Clinic-in-a-Box which is our teleaudiology solution, was designed to provide access to quality hearing care, regardless of geographic constraints. Many consumers, especially in emerging markets such as Africa and parts of Asia, do not have access to hearing care due to a lack of local coverage by hearing care professionals. Even in developed nations such as the United States and Canada, there are coverage gaps in geographies with low population density, resulting in a lack of access to hearing care. For example, in the United States, approximately 20% of the population is located outside of the coverage of our partner provider network. We introduced our Clinic-in-a-Box solution in Malaysia in 2014, upgraded and expanded it to the United States and Canada in 2020 and intend to expand it further to multiple other geographic and regional markets. Revenue from our teleaudiology solution increased over eight times in the period between our second and fourth fiscal quarters of 2020.
Our Clinic-in-a-Box solution was developed in-house and allows our partner providers to access a previously inaccessible consumer base. Our partner providers use our Clinic-in-a-Box to conduct hearing tests and fittings remotely without our customers being required to travel and providing access to medical-grade hearing care in the comfort of their home. Certain high-performing partner providers are selected to use our Clinic-in-a-Box solution, ensuring that customers get the best possible experience. Additionally, we use our in-house hearing care professionals to provide this service. Before the virtual session with our hearing care professionals, customers receive everything they need for their appointment, including a tablet, pre-selected hearing aids based on the consultation with our internal sales consultants, and equipment for the hearing test and fitting. Our hearing care professional connects with the customer through video conference using the tablet provided and guides the customer on using the equipment, conducting the hearing test, fitting the hearing aid, and fine-tuning the hearing aid.
Following the fitting of hearing aids, the customer begins to try the hearing aid in a natural environment, as opposed to inside a clinic, and sounds from their daily surroundings are suddenly brought to life. We expect that this outcome, whereby customers begin to experience tangible results almost immediately in familiar home surroundings, will lead to higher conversion rates.
Throughout this experience, our team of hearing care professionals and internal sales consultants remains available to answer questions and support the fine tuning of the hearing aids or to address any potential issues, such as cleaning of the hearing aids, replacing batteries or connecting the device to smartphones. Once the hearing aids are fitted to the customer’s satisfaction, the box with its remaining contents is returned to us at our cost, and we refurbish the box for subsequent use. If our engagement with a customer does not result in a sale, the customer returns the box with all of its contents to us at our cost. We, in turn, return the hearing aids contained in that box to the applicable manufacturer and refurbish the contents of the box with new hearing aids for subsequent use.
We believe that the COVID-19 pandemic has accelerated the adoption of teleaudiology by consumers and partner providers. The process of visiting a hearing care professional and obtaining hearing care through traditional channels has become more cumbersome given the additional precautions hearing clinics and consumers are required to take as a result of the COVID-19 pandemic, as well as shelter-in-place and other government restrictions. As consumers begin to adjust to life after the COVID-19 pandemic, our partner providers have begun to adapt to a virtual hearing care environment, and we believe we are well positioned to take advantage of this trend.
 
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Marketing and Sales
We currently market and sell our solutions through a wide range of digital channels with context- and audience-specific advertisements and tailored versions of our website that we believe motivate consumers to engage. Our marketing efforts are predominately focused on mobile devices, with such efforts generating over 60% of all leads. Through our automated marketing tools, we can create personalized content based on previous consumer interactions, automate our campaign efforts, and enhance our content creation. Our consumer-first marketing efforts and highly accessible digital platform have allowed us to grow the market for hearing care, focus on generating brand awareness, and inspire people to act on their hearing loss. We believe that changing misconceptions associated with the use of hearing aids is a key part of our marketing and sales strategy to enable us to reach a significantly underserved population of individuals with hearing loss.
We believe that our differentiated marketing efforts and highly accessible digital platform have allowed us to grow the market for hearing care, including reaching a younger, more affluent consumer base with the potential to complete multiple purchases over time. The global average age of our customers was 66 in 2020 and we primarily target individuals who are earlier in their hearing loss journey. We believe these consumers tend to spend more on products that are aesthetically pleasing and technologically advanced, as demonstrated by our global average retail selling price of approximately €2,400 in 2020. This population segment primarily consists of first time consumers who may be actively or passively looking to buy a hearing aid, and previous owners of hearing aids who are looking for a replacement. Our customer base was made up of approximately 70% first time buyers and approximately 30% previous owners of hearing aids as of December 31, 2020.
Our marketing approach focuses on digital channels, including the following:

Social media and paid advertising:   We manage paid programs across relevant social media and search sites, including Facebook, Twitter, Instagram, Pinterest, YouTube, and Google. Our advertising is targeted based upon interests and demographics, and we use digital retargeting tools for efficient advertising.

Digital publishing:   We have partnered with large content websites at the national, regional and local levels, including The New Yorker, ESPN, The New York Times, Fox News, The Wall Street Journal, Bild, Der Spiegel and Frankfurter Allgemeine. These publishers cater to a wide range of consumers across all age groups and demographics, and we provide content-based articles and advertorials along with business articles to promote our brand.

Search engine marketing:   We manage sophisticated paid campaigns to keep our brand at the top of relevant search pages. We also have a comprehensive search engine optimization strategy, thereby keeping paid search engine costs down and spurring organic search results from tens of thousands of keywords and a library of content.

Email and newsletter:   We attract, nurture and maintain leads by regularly communicating through our existing advertising distribution lists as well as our subscription newsletters. Our platform allows for advanced segmentation of our product offering and messaging based upon source, length of lead, and current consumer behavior.
 
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As of December 31, 2020, we employed 104 people across different teams that focus on designing and creating the narratives of our marketing campaigns, optimizing our digital platform, and enhancing the user experience. We have compiled a database of potential customers that has grown to close to six million consumers as of December 31, 2020 from approximately 454,000 consumers as of December 31, 2015. In 2020 compared to 2019, visits to our website increased by approximately 54% to approximately 75 million, our ad impressions increased by approximately 40% to approximately 70 billion and the number of our customer appointments increased by approximately 30% to 291,200. We frequently review customer feedback and data to find new ways to re-engage with existing customers and further decrease the costs for the acquisition of new customers.
Experienced team of internal sales consultants
We have an efficient, effective and centralized team of internal sales consultants, which consisted of 688 personnel as of December 31, 2020. We provide our consultations and services directly to the consumer through phone conversations or digital communications, which enables us to work with substantially more consumers than traditional hearing care professionals in a clinic setting.
hear.com sales academy
We take pride in our sales platform and continuously try to improve recruiting, training, internal development, and employee retention. We employ a structured recruiting process that selects the right profiles and top sales talent, balancing our team’s capabilities with cultural fit. Our comprehensive training and development program is designed to address the complex and demanding nature of catering to both customers and partner providers and consists of four separate modules tailored to the appropriate level of experience of our employees. We believe in a data-driven, scientific approach for development and regularly provide our employees with key performance indicators that allow for an in-depth analysis of their performance. Our philosophy has always been to promote a collaborative, growth-oriented mindset and encourage team-based competitions and learning opportunities.
We share our sales academy best practices and business intelligence solutions with our partner providers, enabling them to achieve better service outcomes. Through these business improvement initiatives, we believe we are able to meaningfully reduce the time it takes for a consumer to purchase hearing aids.
Competition
The hearing care market can broadly be categorized into manufacturers and clinics/retailers. There has been a general consolidation among hearing aid manufacturers and the five largest manufacturers include Demant, GN Store Nord, Sonova, Starkey and WS Audiology. Demant and Sonova, in particular, have considerable retail operations.
In contrast, the hearing aids retail market remains very fragmented. A large share of the retail market consists of small independent retailers (estimated at approximately 38% as of 2018). These retailers are typically set up by individual hearing care professionals with little to no experience in sales and marketing. Few independent retailers have the desire to expand their business beyond their current customer base. The largest hearing aid retailer by volume is Amplifon. Other sizeable hearing aid retailers are non-specialty retailers, comprising in aggregate an estimated 7% of the retail market as of 2018 and including retailers such as Costco and Fielmann, and specialty retailers, comprising in aggregate an estimated 53% of the retail market as of 2018 and including retailers such as KIND, Australian Hearing, Neuroth, Starkey and Zounds. While we technically compete with the traditional hearing aids retailers for customers, we are the only sizable online provider of hearing care. Currently, we are not aware of any notable competitor in the online retail channel for hearing care that offers a service similar to ours.
There are other companies that provide direct-to-consumer hearing aids such as Audicus, Lively, Eargo and MD Hearing Aid, which also sell through online channels.
In addition, there are providers of personal sound amplification products (“PSAPs”). Sounds amplifiers intended for use by non-hearing impaired consumers to amplify sounds in certain environments are not
 
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considered to be medical devices by the FDA subject to FDA jurisdiction, and are typically not regulated by other applicable local regulators. Currently, we do not directly compete with providers of over-the-counter hearing aids or PSAPs. We focus on medical-grade hearing aids that require testing and fitting by a qualified hearing care professional. There is a discernible difference in quality between a medical-grade hearing aid compared to a PSAP, and we believe that a considerable share of customers will opt for a high quality medical-grade hearing aids, in particular in developed nations. We believe that pure online players selling PSAPs are targeting a different, niche market.
Intellectual Property
We believe that our intellectual property is valuable and important to our business. We protect our intellectual property, including our brand, through a combination of trademarks, patents, copyright, contractual provisions that protect and restrict the use of our intellectual property, confidentiality procedures, and non-disclosure agreements to establish and protect our proprietary rights. Though we rely in part upon these legal and contractual protections, we believe that factors such as our position as the global market leader in online hearing care, our scale and the network effects enabled by these factors, as well as the skills and ingenuity of our employees and the functionality and frequent enhancements to our platform are larger contributors to our success.
As of December 31, 2020, we held, either ourselves or indirectly through our affiliates, 62 registered trademarks in the United States, Germany and other jurisdictions, including trademarks for our brand, “hear.com” and “audibene.” All of our trademarks will be wholly-owned by us as of the date of this offering. In addition, we own a large range of domain names for the websites that we use in our business, including www.hear.com and audibene.de. As of September 30, 2020, we held one pending patent application in the European Union and owned no patents and had no pending patent applications in the United States. Our pending patent application relates to our implementation of the teleaudiology approach. This patent application has passed the initial approval stages, and we expect to receive final approval in the next two to three months, although we cannot be certain as to when or if we will receive final approval.
We are currently not a party to any legal proceedings relating to intellectual property that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows.
There can be no assurance that we will be able to adequately protect our intellectual property or that it will provide any competitive advantage. We cannot provide any assurance that any patents will be issued from any existing or future applications or that any such issued patents will adequately protect our technology. Our intellectual property rights may be challenged, invalidated, deemed unenforceable, circumvented, infringed or otherwise violated. In addition, it may be difficult to protect our trade secrets. While we have confidence in the measures we take to protect and preserve our trade secrets, these measures may be inadequate, and we may not have adequate remedies for violations of such measures. Furthermore, our trade secrets may be independently discovered by competitors. For more information regarding risks related to intellectual property, please see “Risk Factors—Risks Related to Intellectual Property.”
Facilities
As of September 30, 2020, we had 13 offices in 11 countries, with our headquarters located in Berlin, Germany and Miami, United States. We lease all of our offices. None of our facilities are used for any use other than for general office use. We believe that our facilities are adequate for our operations and that suitable additional space will be available when needed. Because of the COVID-19 pandemic, in March 2020, we temporarily advised all of our employees who are able to do so to work remotely. However, our offices have remained open throughout the pandemic, with approximately 90% of our staff working remotely as of December 31, 2020. We believe our employees have been able to maintain the same level of productivity in a remote working environment as they did prior to the pandemic. We expect that a significant percentage of our employees will continue working remotely once the current pandemic has abated, which will in turn reduce the need to lease additional office space.
 
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As of September 30, 2020, our material operating locations, which we define as the facilities we lease with more than 2,000 square feet, were as follows:
Location
Approximate
square footage
Lease expiration
dates
Berlin, Germany
28,000
2025
Mainz, Germany
3,000
2021
Miami, Florida, U.S.
15,000
2025
Denver, Colorado, U.S.
9,500
2025
Toronto, Ontario, Canada
2,500
2023
Utrecht, Netherlands
2,000
2024
Seoul, South Korea
6,000
2022
Guragon, India
8,000
2023
Kuala Lumpur, Malaysia
4,000
2023
Our Culture and Employees
We pride ourselves on hiring people who not only have the skills required to perform their respective roles, but also share in the mission to make hearing care accessible and affordable around the world. We believe that, to grow our business, it is important to develop our people. With our rapid rate of innovation, we provide the environment, encouragement, and opportunities to develop our employees both professionally and personally, giving them the freedom to find their potential.
As of December 31, 2020, we employed a total of 1,434 individuals, equivalent to 1,388 full-time employees, of which 388 are located in the United States and Canada, 688 are located in the Europe, Middle East and Africa region and 358 are located in Asia. We are organized in small, independent teams in order to fully focus on maximizing value for customers and partners, which operate locally through our country-specific organizations and globally through our shared service centers and technology team. Our country-specific organizations are independent business units responsible for one country per unit and consist of localized, leanly staffed teams that cover sales (consisting of 710 employees in total), marketing (consisting of approximately 104 employees in total), local operations (consisting of 138 employees in total) and partner management (consisting of 59 employees in total). Our shared service centers and technology team is dedicated to solving the core problems encountered by the country-specific organizations and are focused on technology (located primarily in Berlin and Denver and consisting of 181 employees), finance and accounting (located primarily in India and consisting of 115 employees), sales innovation (located primarily in Denver and consisting of 74 employees) and people training (located primarily in Berlin and Miami and consisting of 53 employees).
In addition to providing challenging and engaging work, we also provide robust benefits, including medical, dental and vision and 401k plans. Additional benefits include a wide variety of snacks and drinks in our offices and an informal dress code. We also frequently host team bonding events where we bring everyone together to celebrate our accomplishments. Overall, we foster a dynamic, entrepreneurial culture with our team consisting of highly-motivated individuals that constantly innovate with us in order to help as many people as possible see the life-changing benefits of better hearing.
None of our employees are represented by a labor union, and we have never experienced a work stoppage. We believe that our relations with our employees are positive.
Government Regulatory Matters
Our operations are subject to the regulations applicable to medical device retailers that are issued by the FDA and other federal, state and local authorities, as well as foreign regulatory authorities. The FDA regulates, among other things, the research, development, testing, approval, labeling, storage, recordkeeping, advertising, promotion and marketing, distribution, post approval monitoring and reporting and import and export of
 
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medical devices in the United States to assure the safety and effectiveness of medical devices for their intended use. The Federal Trade Commission also regulates the advertising of our products in the United States. Further, we are subject to laws in the United States and the international jurisdictions in which we operate directed at preventing fraud and abuse, which subject our sales and marketing, training and other practices to government scrutiny. In the European Union, these laws are sometimes harmonized at the level of the European Union but are enforced by the competent authorities of each EU member state, which may cause discrepancies in their application.
In the European Union, medical devices are currently regulated by three directives (which are legislative instruments to be implemented by the EU member states in their national legislations). On April 5, 2017, the European Union adopted two regulations on medical devices (which are directly applicable in all EU member states) and which will apply as of May 26, 2021 and May 26, 2022. These legislative instruments regulate, among other things, the research, development, testing, certifications, labeling, storage, recordkeeping, advertising, promotion and marketing, distribution, post approval monitoring and reporting and import and export of medical devices in the European Union to assure the safety and effectiveness of medical devices for their intended use. They are enforced by the regulatory authorities of each EU member states. Until May 2025, products certified under the directives and products certified under the regulations may coexist on the market. Both will have equal status.
Regulation by the FDA
The FDA classifies hearing instruments, including behind-the-ear hearing instruments, receiver-in-canal hearing instruments, and in-the-ear hearing instruments as medical devices. In the United States, the FDCA, as well as FDA regulations and other federal and state statutes and regulations, govern, among other things, the safety and efficacy of medical devices, as well as labeling, storage, recordkeeping, advertising and promotion, sales and distribution, export and import, recalls and field safety corrective actions, and post-market surveillance, including complaint handling and medical device reporting of adverse events.
FDA regulations specific to hearing aids require that the marketing of hearing aids comply with certain “conditions for sale,” including, among other things, the requirement that a prospective hearing aid user undergo a medical evaluation (or provide a signed waiver that meets specific regulatory requirements) before a hearing aid may be dispensed, along with certain recordkeeping requirements. FDA regulations also contain specific requirements for labeling for hearing aids, including User Instructional Brochures and the required notices within such brochures. However, in 2016, the FDA issued a guidance document stating that it did not intend to enforce the medical evaluation or recordkeeping requirements prior to the dispensing of air-conduction hearing aids and wireless air-conduction hearing aids, which are the only type of hearing aids that we currently sell, to individuals 18 years of age and older. The FDA stated that the agency would continue to enforce the requirement that hearing aid dispensers provide prospective users with an opportunity to review the User Instructional Brochure before the sale of a hearing aid.
In addition, the FDA Reauthorization Act of 2017 required the FDA to issue proposed regulations establishing a category of over-the-counter (“OTC”) hearing aids within three years of enactment, August 18, 2020, which would be exempt from certain labeling and condition of sale requirements otherwise applicable to hearing aids. The FDA has not yet issued these proposed regulations for the sale of OTC hearing aids without the supervision, prescription or order of a licensed practitioner. As a result, there is currently no category of OTC hearing aids.
Failure to comply with the requirements that apply to us as a retailer of hearing aids or the failure of our suppliers to comply with applicable requirements may subject a company or its suppliers to a variety of administrative enforcement actions or judicial sanctions, such as warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution.
Regulation by the Federal Trade Commission
The Federal Trade Commission also regulates the sale and advertising of hearing aids, including the accuracy of claims regarding hearing loss, misrepresentations or deceptive omissions of material facts, hearing
 
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aid performance, refund policies, and warranty coverage. Failure to comply with applicable requirements may subject a company to enforcement actions or judicial sanctions, including warning letters, injunctions, and monetary judgements, and may require us to cease making certain claims or representations or remediate any harm to consumers stemming from such claims.
Regulation by the European Union
In the European Union, medical devices are classified in four classes (class I, IIa, IIb and III), with class I representing the lowest level of risk. Medical devices must be notified with the competent authorities before being marketed. Medical devices in class I can be marketed upon completion of a self-certification by the manufacturer unless they are sterile or have a measurement function. Medical devices in class I which are sterile or have a measurement function and medical devices in class IIa, IIb and III are subject to a pre-marketing conformity assessment by an independent body and a declaration of conformity issued by the manufacturer. Medical devices are also subject to post-marketing surveillance. The applicable legislative framework also contains rules on labelling and post-marketing traceability of the medical devices via a Unique Device Identifier (“UDI”).
Hearing aids are class IIa medical devices.
As a distributor of medical devices in the European Union, we must verify that the devices have been CE marked, that an EU Declaration of Conformity has been prepared, and that labels and instructions for use are provided in the official languages of the EU member states in which the device is made available (or in languages accepted by those EU member states). As it currently stands, WS Audiology has already received EU MDR certification. We must also verify that the importer’s name is indicated on each device or in the accompanying Documentation, and that the device bears a UDI.
We also ensure that storage and transport conditions, when occurring under our responsibility, are appropriate and in line with the recommendations of the manufacturer. If we consider a device to be non-compliant with the applicable regulations, the device shall not be made available to our customers. We also keep a register of complaints, non-conforming devices, recalls and withdrawals.
Furthermore, hearing aids are subject to the European Directive 2012/19 on waste electrical and electronic equipment (“WEEE”). Since we market the hearing aids under our name on the European market, we qualify as a “producer” under the WEEE. Therefore, we and other producers are required to establish processes and systems to ensure the safe and effective collection and recovery of the used hearing aids that qualify as waste. Furthermore, we are encouraged to maximize the use of recoverable and recyclable materials in the hearing aids and design the hearing aids in such a way as to facilitate the dismantling and recovery of recyclable materials.
Other Healthcare Laws and Regulations
The healthcare industry is also subject to federal, state and international fraud and abuse laws, including anti-kickback, self-referral and false claims laws, as well as patient data privacy and security and consumer protection and unfair competition laws and regulations. Our operations are also subject to certain state, local and international hearing care laws, including those applicable to the licensure and registration of audiologists, other hearing care professionals and other individuals that fit and dispense hearing aids, sales and marketing practices, interactions with consumers, consumer incentive and other promotional programs, and state or international corporate practice of audiology and fee-splitting prohibitions.
Fraud and Abuse Laws
In addition to the FDA, other federal, state and international healthcare laws and regulations could restrict our business practices and operations, including our direct-to-consumer activities. To the extent the products and services we or our partner providers provide are or become covered by any federal or state government healthcare program, we may be subject to numerous federal healthcare anti-fraud laws, which include the federal Anti-Kickback Statute, the Civil Monetary Penalties Law and the False Claims Act that
 
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are intended to reduce waste, fraud and abuse in the healthcare industry. We may also be subject to analogous state laws that apply to healthcare items and services paid by all payors, including self-pay patients and private insurers. These laws are broad and subject to evolving interpretations. They may prohibit certain arrangements and practices including arrangements with hearing professionals, pricing, sales and marketing activities, sales commissions, customer incentive and other promotional programs, and the provision of gifts and business courtesies or other transfers of value to health care professionals. Products that are sold outside of the United States are also subject to similar foreign laws, which may include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare professionals. We must operate our business within the requirements of these laws. Violations of any of these health regulatory laws may result in potentially significant penalties, including criminal and civil and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare programs, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations.
State Licensing, Corporate Practice and Fee-Splitting Prohibitions
Regulation of the hearing aid industry exists in every U.S. state and most international jurisdictions (including EU member states). The laws and regulations relating to our operations vary from state to state and address the licensure and registration of audiologists, other hearing care professionals and other individuals and companies that dispense hearing aids, including procedures involving the fitting and dispensing of hearing aids. Some state laws also prohibit general business entities, such as us, from practicing audiology, employing audiologists to practice audiology or engaging in financial arrangements that involve the splitting or sharing of professional fees earned by audiologists. We contract with our third party partner providers as independent contractors and do not employ these third party partner providers directly. The third party partner providers provide customers with hearing tests and fittings and are required to maintain active audiology and hearing aid dispensing licenses in the states in which they operate and maintain insurance coverage. In the small number of cases in which our third party partner providers charge a patient a fee in connection with the third party partner provider’s professional services for providing patient care, the third party partner provider does not share any portion of the professional fee with us. There can be no assurance that laws regulating activities such as the corporate practice of audiology or fee splitting will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future. In addition, most states and international jurisdictions require warranty and return policies for consumers allowing for the return of product, and restrict hearing aid advertising and marketing practices. These laws are subject to change, and states or international jurisdictions may impose requirements for dispensers of hearing aids.
A determination that we are in violation of applicable laws and regulations in any jurisdiction in which we operate could have a material adverse effect on us or our partner providers, particularly if we are unable to restructure our operations and arrangements to comply with the requirements of that jurisdiction, if we are required to restructure our operations and arrangements at a significant cost, or if we or our partner providers, are subject to penalties or other adverse action. We partner with licensed hearing professionals to deliver services to our customers. These activities are subject to various state and international laws that prohibit the practice of certain professions, including audiology, by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the audiologist’s or other hearing care professional’s professional judgment. In the event that regulatory authorities or other third parties were to challenge these arrangements, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our arrangements with our partner audiologists, other hearing care professionals and other licensed professionals. In addition, federal, various state and international laws also generally prohibit the sharing or splitting professional fees with lay entities or persons. Audiologists and certain other hearing care professionals are required to maintain valid state or international licenses and board certifications to practice and must comply with numerous state, local or international licensing laws and regulations, and each state or international jurisdiction defines the scope of practice for audiologists and other hearing care professionals through legislation and their respective state regulatory agencies and boards. Activities that qualify as professional misconduct under state or international law may subject our partners or personnel to sanctions or may even result in loss of their licensure and could, possibly, subject us to sanctions as well.
 
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Coverage and Reimbursement; Healthcare Reform
In Europe, our customers generally receive some form of government healthcare or other third-party government reimbursement, while outside of Europe, our products are primarily purchased on a cash-pay basis, with a minority covered by government healthcare programs and other third-party payors. Where such reimbursements by third-party payors are available across the globe, we strive to comply with applicable local, federal, state or international laws and regulations. There have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system seeking, among other things, to reduce healthcare costs that could affect our results of operations.
In the United States the results of the 2020 presidential and congressional elections and current litigation regarding the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, “ACA”), have created regulatory uncertainty, including with respect to the United States government’s role in the healthcare industry. As a result, there are renewed and reinvigorated calls for health insurance reform, as well as changes to the ACA, which could cause significant uncertainty in the United States healthcare market, could increase our costs, decrease our revenues or inhibit our ability to sell our products. We cannot predict with certainty what impacts any federal, state or international health reforms on the outcome of any litigation will have on us, but such changes could impose new and/or more stringent regulatory requirements on our activities or, where applicable, result in changes with respect to coverage or reimbursement for the products we sell, any of which could adversely affect our business, results of operations and financial condition. It is uncertain the extent to which any such changes may impact our business or financial condition. We expect additional state and federal healthcare reform measures to be adopted in the future, any of which could result in reduced demand for the products we sell or additional pricing pressure.
Privacy and Security Laws
The collection, storage, processing, use, retention, disclosure, transfer, disposal and security of information about individuals, in particular healthcare data, is highly regulated both in the United States and other jurisdictions, including but not limited to, HIPAA; U.S. state privacy, security and breach notification and healthcare information laws; the CCPA; the GDPR; the European Union’s ePrivacy Directive, and other European privacy laws as well as privacy laws being adopted in other regions around the world.
Certain data privacy and security laws and regulations, such as HIPAA, require the use of standard contracts, minimum privacy and security standards and other administrative simplification provisions. HIPAA governs the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of individually identifiable information and establishes basic national privacy and security standards. We are subject to HIPAA as a business associate. Business associates are required to enter into written business associate agreements with HIPAA covered entities relating to HIPAA requirements and are also directly liable for compliance with certain HIPAA provisions. These business associate agreements define our obligations to safeguard the PHI of patients provided by our customers. Among other things, HIPAA requires business associates to: (1) maintain physical and technical and administrative safeguards to prevent unauthorized uses and disclosures of PHI, (2) report certain security incidents, breaches and other inappropriate uses or disclosures of PHI to covered entities, who are then required to notify individuals, the U.S. Department of Health and Human Services, and, if a breach involves more than 500 individuals, the media and (3) assist covered entities with certain of their duties under HIPAA. We have policies, procedures and safeguards in place intended to satisfy our legal obligations related to the receipt, use, maintenance, transmission and security of PHI as required by HIPAA and have processes in place to assist us in complying with applicable laws and regulations regarding the protection of PHI and responding to any security incidents or breaches.
Violations of HIPAA may result in civil or criminal penalties, including a tiered system of civil monetary penalties that range from $119 to $59,522 per violation, with a maximum civil penalty of $1,785,651 for violations of the same standard in a single calendar year (as of 2020, and subject to periodic adjustments for inflation). These penalties are required to be adjusted for inflation. However, a single breach incident can result in violations of multiple standards and penalties well in excess of $1.8 million. State attorneys general may bring civil actions on behalf of state residents seeking either an injunction or damages in response to
 
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violations of HIPAA privacy and security regulations. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year of imprisonment. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA’s requirements, its standards have been used as a basis for the duty of care in state civil suits, such as those for negligence or recklessness in the handling, misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects.
In addition, the FTC and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the online collection, storage, processing, use, retention, disclosure, transfer, disposal and security of information about individuals, including health-related information. Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security, integrity and access. Consumer protection and other laws require us to publish statements that describe what information we collect and how we handle, share and secure information about individuals, as well as choices individuals may have about the way we collect, handle, share and secure their information. All 50 U.S. states have breach notification laws relating to unauthorized access of information about individuals. In addition, certain U.S. states have also adopted robust data privacy and security laws and regulations.
For example, the CCPA, which took effect on January 1, 2020, imposes obligations and restrictions on businesses regarding their collection, use, processing, retaining and sharing of personal information and provides new and enhanced data privacy rights to California residents, such as affording them the right to access and delete their personal information and to opt out of certain selling of personal information. Specifically, the CCPA mandates that businesses provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a business disclose the specific pieces of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. PHI that is subject to HIPAA is excluded from the CCPA; however, information we hold about individual residents of California that is not subject to HIPAA would be subject to the CCPA. Because the CCPA is relatively new, and its implementing regulations were released only in August of 2020, there is still some uncertainty about how HIPAA and other exceptions may be applied under the CCPA. The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. Violations of the CCPA could result in statutory penalties of up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. Furthermore, California voters approved the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal information. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022.
The collection, storage, processing, use, disclosure, transfer, disposal and security of any personal data regarding individuals in the European Union, including personal health data, is subject to the GDPR, which became effective on May 25, 2018. The GDPR imposes obligations on data controllers and data processors that have an establishment in the EU or are offering goods or services to, or monitoring the behavior of, individuals within the EU. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that collect and further process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates or having another legal basis for processing such data, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States, and stipulates a regime of accountability for processors and controllers and a requirement to embed compliance with GDPR into the fabric of an organization by developing appropriate policies and practices, to achieve a standard of data protection by “design and default.” Organizations may be required to appoint a data protection officer who reports to the highest level of management within the business. The GDPR permits data protection authorities to impose large penalties for violations of the GDPR, including potential fines of up to €20 million or 4% of annual global revenues of the undertaking, whichever is greater.
 
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The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for material and immaterial damages resulting from violations of the GDPR.
In response to the data privacy laws and regulations discussed above and those in other countries in which we do business, we have implemented technological safeguards, processes, contractual provisions, and employee trainings to help ensure that we handle our employees, customers, and third-party information in a compliant manner. We maintain country-specific privacy policies and related procedures at the local level in each of the countries in which we operate, and we train our workforce to understand and comply with applicable privacy laws.
Bribery, Anti-Corruption and Other Laws
While we do not currently contract with any government entities, we are subject to compliance with the FCPA and similar anti-bribery laws, such as the Bribery Act, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the corporation, including international subsidiaries, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements. In addition, in the United States, we may also be subject to certain state and federal fraud and abuse laws, including the federal Anti-Kickback Statute and False Claims Act that are intended to reduce waste, fraud and abuse in the health care industry. Our employees, suppliers, partners, and agents are required to comply with these laws, and we have implemented policies, procedures, and training, to minimize the risk of violating these laws.
International Regulation
We expect over time to continue to expand our operations in other countries. In such a case, our international operations will be subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations; corporate governance, privacy, data protection (including the GDPR), data mining, data transfer, labor and employment, intellectual property, consumer protection and investment laws and regulations; discriminatory licensing procedures; required localization of records and funds; and limitations on dividends and repatriation of capital. In addition, the expansion of our operations into foreign countries increases our exposure to the anti-bribery, anti-corruption and anti-money laundering provisions of U.S. law, including the FCPA, and corresponding foreign laws, including the Bribery Act.
Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Management believes that we do not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on our business, results of operations, financial condition and/or cash flows.
 
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MANAGEMENT
Board of Directors and Executive Officers
The following table sets forth information about our directors and executive officers as of the date of this prospectus:
Name
Age
Position
Paul Crusius
39 Co-Chief Executive Officer and Executive Director
Marco Vietor, PhD
41 Co-Chief Executive Officer and Executive Director
Alexandra Katthagen
40 Chief Financial Officer
Marco Wiesmann
37 Chief Marketing Officer
Christopher Silva
32 Chief Technology Officer
Patrick Sendowski, PhD
37 Head of United States
Maximilian Schulte-Terboven
36 Head of Germany
Alexander Evertz
29 Head of Teleaudiology
Eric Bernard
53 Non-Executive Director and Chairman of the Board
Ursula Burns
62 Non-Executive Director
Elizabeth Kistruck
42 Non-Executive Director
Kasper Knokgaard
42 Non-Executive Director
Søren Lonning
43 Non-Executive Director
Carol Meyers
60 Non-Executive Director
Adam Westermann
36 Non-Executive Director
Set forth below is a brief description of the business experience of our directors and executive officers. All of our executive officers serve at the discretion of our board of directors.
Paul Crusius.   Mr. Crusius is one of our co-founders and has served as Co-Chief Executive Officer since our founding in 2012. Mr. Crusius is primarily responsible for sales and product for the North American and German markets of hear.com. Prior to founding hear.com, Mr. Crusius worked as a consultant and project leader at the Boston Consulting group from 2006 to 2011, focusing on medical technology and healthcare projects. Mr. Crusius holds a master’s degree in Business and Economics from WHU—Otto Beisheim School of Management in Vallendar, Germany.
Marco Vietor.   Dr. Vietor is one of our co-founders and has served as Co-Chief Executive Officer since our founding in 2012. Dr. Vietor primarily focuses on operations and supply chain management and the European and Asian markets of hear.com. Prior to founding hear.com, Dr. Vietor has been active as an entrepreneur since 2005 and co-founded two other ventures, one of them in the software as a service space. Prior to that Dr. Vietor worked as a management consultant at Bain & Company. Dr. Vietor holds a master’s degree in Business and Economics from WHU—Otto Beisheim School of Management in Vallendar, Germany as well as a PhD from the same university where Dr. Vietor is still active as a lecturer on entrepreneurship.
Alexandra Katthagen.   Ms. Katthagen joined hear.com as Chief Financial Officer in November 2020. Prior to joining hear.com Ms. Katthagen served as an equity investor in the asset management industry for 13 years including as a Senior Portfolio Manager at APG Asset Management in Amsterdam and as an Equity Research Analyst at Wellington Management International in London. Ms. Katthagen graduated from WHU—Otto Beisheim School in Germany with a master’s degree in Business and Economics and started her career at Morgan Stanley Investment Banking in Frankfurt and London. Ms. Katthagen is a CFA Charterholder.
Marco Wiesmann.   Mr. Wiesmann has been a member of the hear.com team since the founding of the company in 2012. Mr. Wiesmann serves as our Chief Marketing Officer and primarily focuses on marketing, innovation and technology at the global level. Mr. Wiesmann is also a Managing Director of audibene GmbH.
 
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Prior to working with hear.com, Mr. Wiesmann worked as a team lead for a performance marketing agency from 2009 to 2012, focusing on consumer goods. Mr. Wiesmann holds a diploma in industrial engineering from the University of Applied Science in Wedel, Germany.
Christopher Silva.   Mr. Silva leads technology and system development at hear.com. Responsible for creating and executing the technical vision, Mr. Silva has been providing consulting services to hear.com since September 2020 and joined the team full-time as Chief Technology Officer in January 2021. Mr. Silva brings more than 15 years of experience in technology and designing scalable & customer-centric solutions. Prior to joining the hear.com team, Mr. Silva was the Chief Technology Officer of Grover, leading technology and payments solution development. Prior to that, Mr. Silva held leadership positions in multiple startups and scale-ups throughout South America and Germany.
Patrick Sendowski.   Dr. Sendowski joined the hear.com group in 2015. After heading the supply chain management team and leading the development of teleaudiology solutions, Mr. Sendowski has been heading hear.com’s U.S. business since January 2018. Prior to joining hear.com Mr. Sendowski worked as a consultant at the Boston Consulting Group from 2010 to 2015. Dr. Sendowski holds a master’s degree in aerospace engineering from Technische Universität Berlin, Germany, a Diplôme d’ingénieur from Ecole Centrale Paris, France and a PhD from Technische Universität Dresden, Germany.
Maximilian Schulte-Terboven.   Mr. Schulte-Terboven joined hear.com as Head of Strategy in July 2019 and became Head of Germany in July 2020. Prior to joining us, Mr. Schulte-Terboven worked on the management team of a private-equity owned business in Germany where Mr. Schulte-Terboven was responsible for the implementation of a value creation program. The business was successfully sold to a strategic investor in 2018. Before that, Mr. Schulte-Terboven worked as a management consultant at Bain & Company for six years in the Private-Equity practice. Mr. Schulte-Terboven holds a master’s degree from ESADE Business School in Barcelona as well as a bachelor’s degree from European Business School, Oestrich-Winkel.
Alexander Evertz.   Mr. Evertz joined hear.com in March 2015 and has served as Managing Director in Malaysia, responsible for the Southeast Asia operations and innovation projects. In December 2019, Mr. Evertz relocated to the United States to primarily focus on the technical and operational roll-out of teleaudiology in North America. Mr. Evertz holds a bachelor’s degree in Business & Economics from WHU—Otto Beisheim School of Management in Vallendar, Germany.
Eric A. Bernard, Chairman.   Mr. Bernard has served as our Chairman since March 2021 and as a director since February 2021. Mr. Bernard has served as Group President and Chief Executive Officer of WS Audiology since September 2019, and as Chief Executive Officer of Wholesale at WS Audiology from June 2019 to September 2019. Prior to joining WS Audiology, Mr. Bernard spent 25 years at Essilor International and held key leadership positions in both the Asia-Pacific region and the United States. Mr. Bernard received his M.B.A. from ESSEC Business School and he holds a master’s degree in Applied Mathematics and Social Sciences from Université Paris Dauphine.
Ursula Burns. Ms. Burns has served as a director, lead independent director and head of the audit and compensation committees of our board of directors since April 2021. She started her career at Xerox Corporation in 1980 and later became its chief executive officer (2009-2016) and chair of the board (2010-2017). After leaving Xerox Corporation, Ms. Burns served as chief executive officer (2018-2020) and chair of the board (2017-2020) of VEON, Ltd. Ms. Burns has also served on numerous other boards and is currently a board member at, among others, Uber Technologies, Inc., Exxon Mobil Corporation, and Nestlé S.A. She holds a B.Sc. in mechanical engineering from the Polytechnic Institute of New York University and a M.Sc. in mechanical engineering from Columbia University.
Elizabeth Kistruck. Ms. Kistruck has served as a director since April 2021. She is currently Senior Vice President of Global Marketing Analytics at Expedia Group. Ms. Kistruck joined Expedia Group in 2008, where she served in various roles including Chief Financial Officer, Hotels.com, Chief Financial Officer, Expedia Affiliate Network and Senior Finance Director, Expedia Affiliate Network. Prior to joining Expedia, Ms. Kistruck served in various finance roles at ICI Paints and spent two years working as a consultant with
 
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Stroud and Co. Ms. Kistruck holds a master’s degree in Engineering from the University of Cambridge and is a member of the Chartered Institute of Management Accountants.
Kasper Knokgaard.   Mr. Knokgaard has served as a director since March 2021. Mr. Knokgaard also serves as a director on the board of directors of WS Audiology. Mr. Knokgaard is Partner & Head of the Services Sector at EQT Partners. Mr. Knokgaard joined EQT in August 2007 and has since worked in the Copenhagen, New York and Munich offices. Prior to joining EQT, Mr. Knokgaard worked with McKinsey & Co. Mr. Knokgaard holds a master’s degree from the Copenhagen Business School.
Søren Lonning.   Mr. Lonning has served as a director since February 2021. Mr. Lonning currently serves as Chief Financial Officer for WS Audiology. Prior to joining WS Audiology, Mr. Lonning worked with Chr. Hansen Holding A/S, a leading publicly traded biosciences company since 2007, serving as Group Chief Financial Officer from 2015 until his departure from the company. Mr. Lonning holds a B.Sc. degree and a M.Sc. degree in Business Administration and Management Science from the Copenhagen Business School.
Carol Meyers.   Ms. Meyers has served as a director since April 2021. She has been a member of the investment team (venture partner) at Glasswing Ventures from October 2020 and has served as chief marketing officer of Rapid7, Inc. from 2011 to 2019, of LogMeIn, Inc. from 2008 to 2009 and Unica Corporation from 1999 to 2007. Ms. Meyers has served on numerous other boards, including Emarsys eMarketing Systems AG and Mineral Tree, and is currently a board member at Zipwhip, Inc. She holds a B.S. in finance from Fairfield University and is a graduate of the General Electric Financial Management Program.
Adam Westermann.   Mr. Westermann has served as a director since March 2021. Mr. Westermann currently serves as Team Lead—Signal Processing at WS Audiology, a position which he has held since March 2019. Prior to joining WS Audiology, Mr. Westermann worked with Widex A/S where he held a number of positions, including Manager—Signal Processing and Audiology & Research and Development Engineer. Mr. Westermann has extensive experience in the hearing care space, having also worked with Macquarie University and the National Acoustic Laboratories, from which Mr. Westermann also holds a PhD degree. Mr. Westermann also worked with the Centre for Applied Hearing Research at the Technical University of Denmark, from which Mr. Westermann holds a M.Sc. degree in Electrical and Electronics Engineering.
Foreign Private Issuer Status
The listing rules of Nasdaq (the “Listing Rules”), include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose any significant ways that our corporate governance practices differ from the Listing Rules that we do not follow. When our common shares are listed on Nasdaq, we intend to continue to follow Dutch corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of, among other things, the following:

the majority independent director requirement under the Listing Rules; and

the requirement under the Listing Rules that a compensation committee be comprised solely of independent directors.
Board of Directors
We have a one-tier board structure. Our business and affairs are managed under the direction of our board of directors, which is divided into executive directors and non-executive directors.
Under Dutch law, the board of directors is collectively responsible for the management and the strategy, policy and operations of the company, subject to the restrictions contained in Dutch law, our Articles of Association and our Board Rules and charters. The executive directors manage our day-to-day business and operations of the company and its enterprise and implement our strategy. The non-executive directors focus on the supervision, policy and functioning of the performance of the duties of all directors and our general state of affairs. Each director has a statutory duty to act in the corporate interest of the company and its
 
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business. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the company and its business also applies in the event of a proposed sale or break-up of the company, provided that the specific circumstances generally dictate how such duty is to be applied and how the respective interests of various groups of stakeholders should be weighed. Any resolution of the board of directors regarding a material change in the identity or character of the company requires the approval of the general meeting of shareholders.
Under Dutch law, new executive and non-executive directors are appointed and reappointed by the general meeting of shareholders. Pursuant to our Articles of Association, executive and non-executive directors are appointed by the general meeting of shareholders upon the binding nomination by our board of directors who are required to act in accordance with the provisions of the Articles of Association. However, the general meeting of shareholders may at all times overrule the binding nomination by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital. If the general meeting of shareholders overrules the binding nomination, the board of directors must make a new nomination at a subsequent general meeting of shareholders, where the same majority and quorum requirements will apply as are applicable to the first general meeting of shareholders. As permitted by the listing requirements of Nasdaq, we will opt out of Nasdaq Listing Rule 5605(e), which requires independent director oversight of director nominations.
In the Netherlands, executive and non-executive directors of a listed company are generally appointed for an individual term of a maximum of four years. In principle, there is no limit in the number of consecutive terms executive directors may serve, provided that the terms for reappointment should not be more than four years at a time in line with the DCGC. For non-executive directors, a limit of twelve years generally applies, provided that any reappointment after an eight-year term of office needs to be disclosed in the company’s annual report in line with the DCGC. Non-executive directors are required to be appointed for an initial period of four years, and may be reappointed for another four years. They may be reappointed again for a period of two years and such reappointment may be extended by no more than two years, in line with the DCGC. Our executive and non-executive directors will initially be appointed for an individual term of one year.
The general meeting of shareholders shall at all times be entitled to suspend or dismiss a director upon the proposal of the board of directors. A resolution for suspension or dismissal of a director other than pursuant to and in accordance with a proposal thereto by the board of directors requires a resolution of the general meeting adopted with a majority of at least two-thirds of the votes cast representing more than half of the issued capital. In addition, the board of directors may at any time suspend an executive director.
We expect that our Relationship Agreement will provide that, following the completion of this offering, our board of directors will initially consist of nine directors, of which (i) three directors will qualify as independent directors under the Exchange Act, the Listing Rules and the DCGC, and will be designated by WS Audiology; (ii) two directors will be members of our management and will be designated by WS Audiology; and (iii) for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 40% in voting power of our share capital, four directors will be the Designated Directors. The two members of management appointed as directors will initially be the only executive directors on the board and the remaining directors will initially be the non-executive directors. Additionally, we expect that our Relationship Agreement will provide that the two directors who are members of management and the Designated Directors will be required to resign upon request from WS Audiology and that, for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 50% in voting power of our share capital, members of our board of directors will be required to resign upon a written request by shareholders holding more than 50% of our issued and outstanding share capital. For more information on the understandings pursuant to which our directors are appointed, see “Certain Relationships and Related Party Transactions—Relationship Agreement.”
Background and Experience of Directors
When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of
 
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our business and structure, the board of directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Once appointed, directors serve until their term expires, they resign or they are suspended or dismissed by the shareholders.
Role of Board of Directors in Risk Oversight
The board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by management and committees of the board of directors, in particular the audit committee. Through its regular meetings with management, including the finance, legal and internal audit functions, the audit committee reviews and discusses all significant areas of our business and summarizes for the board of directors all areas of risk and the appropriate mitigating factors. In addition, our board of directors receives periodic detailed operating performance reviews from management.
Committees of the Board of Directors
After the completion of this offering, the standing committees of our board of directors will consist of an audit committee and a compensation committee.
Our executive directors and executive officers will regularly report to the non-executive directors and the audit committee and the compensation committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The internal audit function will report functionally and administratively to our chief financial officer and directly to the audit committee. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the controlling interests held by our principal shareholders.
Audit Committee
The audit committee, which is expected to consist of Ursula Burns, Elizabeth Kistruck, Søren Lonning and Carol Meyers, will assist the board of directors in overseeing our accounting and financial reporting processes, the audits of our financial statements and the effectiveness of our internal risk management and control systems. In addition, the audit committee will be directly responsible for the oversight of the work of our independent registered public accounting firm. Our board of directors is expected to determine that Ursula Burns, Elizabeth Kistruck and Carol Meyers satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. The board of directors is expected to determine that Ursula Burns qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC. We will rely on the phase-in rules of the SEC and Nasdaq with respect to the independence of all members of our audit committee. These rules require that all members of our audit committee must meet the independence standard for audit committee members within one year of the effectiveness of the registration statement of which this prospectus forms a part. We expect that, after the expiration of this phase-in period, WS Audiology will have the right to nominate one of our directors to act as observer at meetings of our audit committee in accordance with Rule 10A-3(b)(iv)(D) under the Exchange Act. See “Certain Relationships and Related Party Transactions—Relationship Agreement.”
The purpose of the audit committee will be to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal control systems and financial statement audits, (2) our compliance with legal and regulatory requirements, (3) our independent accounting firm’s qualifications, performance and independence and the preparation of the selection of such independent accounting firm, (4) our corporate compliance program, including our Code of Ethics (see “— Code of Ethics”) and anti-corruption compliance policy, and investigating possible violations thereunder, (5) our risk management policies and procedures and (6) the performance of our internal audit function.
Our board of directors have adopted a written charter for the audit committee, which will be available on our website upon the completion of this offering.
 
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Compensation Committee
The compensation committee, which is expected to consist of Ursula Burns, Eric Bernard, Kasper Knokgaard and Adam Westermann, will assist the board of directors in determining compensation for the directors and management by preparing proposals to amend our general remuneration policies and the compensation of individual directors and management members. The committee will propose to the board of directors for determination, the compensation of each of our directors. Under SEC and Nasdaq rules, there are heightened independence standards for members of the compensation committee, including a prohibition against the receipt of any compensation from us other than standard director fees. As permitted by the listing requirements of Nasdaq, we will opt out of Nasdaq Listing Rule 5605(d) which requires that a compensation committee consist entirely of independent directors.
The purpose of the compensation committee will be to assist our board of directors in discharging its responsibilities relating to, among other things, (1) setting our compensation program and compensation of our executive officers and directors, (2) administering our short-term variable compensation and long-term equity incentive plans, and (3) administering the 2021 Equity Plans. In addition, the compensation committee will be responsible for preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.
We expect that WS Audiology will have the right under the Relationship Agreement to nominate the members of the compensation committee. See “Management—Committees of the Board of Directors.”
Our board of directors has adopted a written charter for the compensation committee, which will be available on our website upon the completion of this offering.
Compensation of Directors and Executive Officers
Dutch law provides that we must establish a policy in respect of the remuneration of our directors. Such policy will address, among other things, the following topics: the fixed and variable components (if any) of the remuneration of our directors, including remuneration in the form of shares and severance payments. Prior to the consummation of this offering, our board of directors will propose, and we expect our shareholders to adopt, a remuneration policy for both the executive and non-executive directors. A remuneration policy may be amended upon the proposal of the board of directors by way of a resolution adopted by our shareholders at a general meeting called for that purpose, with a simple majority of the votes cast. Our non-executive directors will determine the remuneration of our executive directors in accordance with the remuneration policy. Our shareholders will determine the remuneration of our non-executive directors, upon a proposal of the board of directors in accordance with the remuneration policy. A proposal by our board of directors with respect to remuneration schemes in the form of shares or rights to shares will be submitted by the board of directors to our shareholders at the general meeting for their approval. This proposal must set out at least the maximum number of shares or rights to shares to be granted to our directors and the criteria for granting and amendment thereof.
The aggregate compensation, including benefits in kind, accrued or paid to our executive officers named in this prospectus for services in all capacities with respect to the year ended September 30, 2020, was €0.7 million. Messrs. Katthagen and Silva were hired after the end of our 2020 fiscal year and, as such, their remuneration was not included in the above calculation.
2021 Equity Plans
Our board of directors expects to adopt, and we expect our shareholder to approve, the 2021 Equity Incentive Plan for Employees (the “Employee Plan”) and the 2021 Equity Incentive Plan for Service Entities (the “Service Entity Plan” and collectively with the Employee Plan, the “2021 Equity Plans”) prior to the completion of the offering, in order to provide a means through which we can grant equity interests and cash-based incentive compensation, measured by reference to the value of common shares or other performance conditions, in order to attract, retain and motivate key personnel and align their interests with those of our shareholders, thereby strengthening their commitment to the welfare of our company. Awards
 
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under the Employee Plan may be granted to our employees, directors and other service providers who are natural persons. Awards under the Service Entity Plan may be granted to service providers who are not natural persons, including professional service corporations owned by our employees and directors. The 2021 Equity Plans will be administered by our compensation committee or such other properly delegated committee of our board of directors, or if no such committee or subcommittee exists, our board of directors.
We expect our shareholder to initially approve                 shares of our common shares for issuance pursuant to the 2021 Equity Plans.
All awards granted under the 2021 Equity Plans will vest and/or become exercisable in such manner and on such date or dates or upon such event or events as determined by the compensation committee. Awards available for grant under the 2021 Equity Plans include, nonqualified stock options and incentive stock options, stock appreciation rights, restricted shares of our common shares, restricted stock units, other equity-based awards tied to the value of our shares, and cash-based awards.
The limit under the 2021 Equity Plans and outstanding awards (other than cash-based awards) are generally subject to adjustment in the event of (i) any dividend (other than regular cash dividends) or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common shares or other securities, or other similar transactions or events, or (ii) unusual or nonrecurring events affecting the company, including changes in applicable rules, rulings, regulations or other requirement, that the plan administrator determines could result in substantial dilution or enlargement of the rights intended under the 2021 Equity Plans or awards thereunder. In addition, in connection with any change in control, the plan administrator may, in its sole discretion, provide for any one or more of the following: (i) the substitution or assumption of, acceleration of the vesting of, the exercisability of, or lapse of restrictions on, any one or more outstanding awards and (ii) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the plan administrator.
Our board of directors may terminate or amend the 2021 Equity Plans at any time, which amendment may be subject to shareholder approval if (i) required under applicable law; (ii) it would materially increase the number of securities which may be issued under the 2021 Equity Plans (except for adjustments in connection with certain corporate events); (iii) it would constitute a repricing of options or stock appreciation rights, or (iv) it would materially modify the requirements for participation in the 2021 Equity Plans. Any such amendment or termination that would materially and adversely affect the rights of any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.
All awards granted under the 2021 Equity Plans are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our board of directors or the compensation committee and as in effect from time to time and (ii) applicable law.
Equity Awards in Connection with Offering
In connection with the offering, our board of directors expects to approve the award of stock options and restricted stock units, in each case, pursuant to the 2021 Equity Plans, to a broad-based group of our employees, which may include some of our executive officers. The options and restricted stock units will be subject to vesting conditions determined by our board of directors at the time of such approval.
Directed Share Program
At our request, the underwriters have reserved up to           common shares, or up to    % of the common shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain of our directors, employees and partner providers. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. The number of our common shares available for sale to the general public in this offering will be reduced to the extent that such
 
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persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other common shares offered by this prospectus. Participants in the directed share program will not be subject to lock-up or market standoff restrictions with the underwriters or with us with respect to any common shares purchased through the directed share program, except in the case of common shares purchased by any of our directors or employees. For additional information, see “Underwriters —Directed Share Program.”
Director Independence
Pursuant to the corporate governance listing standards of Nasdaq, a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our board of directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our shares, by itself, does not constitute a material relationship.
Our board of directors is expected to affirmatively determine that each of our directors, other than Eric Bernard, Kasper Knokgaard, Søren Lonning, Adam Westermann, Paul Crusius and Marco Vietor, qualifies as “independent” in accordance with Nasdaq rules. In making its independence determinations, our board of directors is expected to consider and review all information known to it (including information identified through directors’ questionnaires).
Lead Independent Director
We expect that our Board Rules will provide that if the chair of our board of directors is not an independent director, our board of directors will designate one of the independent directors to serve as lead independent director. We expect that our Board Rules will provide that if our board of directors elects a lead independent director, currently Ursula Burns, such lead independent director will preside over meetings of our independent directors, coordinate activities of the independent directors and serve as liaison to the chair, oversee the self-evaluation of our board of directors and its committees, be available for consultation and director communication with shareholders as deemed appropriate, and perform such additional duties as our board of directors may otherwise determine and delegate.
Insurance and Indemnification
Our current and future directors and officers will have the benefit of indemnification provisions in our Articles of Association. These provisions will give the indemnified persons the right to recover from us amounts, including but not limited to litigation expenses, and any damages they are ordered to pay, in relation to acts or omissions in the performance of their duties. However, no indemnification pursuant to the indemnification provisions shall be made to any indemnified person in respect of any claim, issue or matter as to which such person shall have been adjudged in a final and non-appealable judgment by a competent court or arbitral tribunal to be liable for fraud, willful recklessness (bewuste roekeloosheid) or willful misconduct (opzet) in the performance of his or her duty as a director or officer unless a court determines that such person is fairly and reasonably entitled to such compensation despite the adjudication of such liability, as result of a violation of criminal law on the ground that a director or officer himself is personally liable for a violation of criminal law (except for the costs, fines or financial sanctions as a result of the civil law consequences of a violation of criminal law), to the extent that such fines are imposed by a court decision on the ground that the Director himself is personally liable for a violation of criminal law, or to the extent any related costs and losses have been insured and reimbursed to such persons under any applicable insurance policy.
In addition, upon the consummation of this offering, we intend to enter into agreements with our directors and executive officers to indemnify them against expenses and liabilities to the fullest extent permitted by law.
Directors and certain other officers are also insured under an insurance policy taken out by us against damages resulting from their conduct when acting in the capacities as such directors or officers.
Code of Ethics
Prior to the consummation of this offering, we will adopt a Code of Ethics (the “Code of Ethics”) applicable to all employees, executive and non-executive directors and executive officers that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Ethics. The Code of Ethics will be available on our website, www.hear.com. The information available on or through our website is not part of this prospectus.
 
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Relationship Agreement
We intend to enter into the Relationship Agreement with the Parent and WS Audiology in connection with this offering and the members of our board of directors have agreed to adhere to the Relationship Agreement. The Relationship Agreement will contain certain arrangements regarding the continuing relationship between us, the Parent and the other parties to it.
We expect that the Relationship Agreement will provide that, following the completion of this offering, our board of directors will initially consist of nine directors, of which (i) three directors will qualify as independent directors under the Exchange Act, the Listing Rules and the DCGC, and will be designated by WS Audiology; (ii) two directors will be members of our management and will be designated by WS Audiology; and (iii) for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 40% in voting power of our share capital, four directors will be the Designated Directors. The two members of management appointed as directors will initially be the only executive directors on the board and the remaining directors will initially be the non-executive directors. Additionally, we expect that our Relationship Agreement will provide that the two directors who are members of management and the Designated Directors will be required to resign upon request from WS Audiology and that, for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, beneficially own more than 50% in voting power of our share capital, members of our board of directors will be required to resign upon a written request by shareholders holding more than 50% of our issued and outstanding share capital.
We expect that WS Audiology will have the right under the Relationship Agreement to nominate the members of the compensation committee of our board of directors. In addition, we expect that, after the expiration of the phase-in period for the independence of the members of our audit committee (see “Management—Audit Committee”), WS Audiology will have the right to nominate one of our directors to act as observer at meetings of our audit committee in accordance with Rule 10A-3(b)(iv)(D) under the Exchange Act. We also expect the Relationship Agreement to include customary information sharing provisions.
Registration Rights Agreement
We intend to enter into a registration rights agreement with the Parent and certain other parties. The registration rights agreement will contain provisions that entitle the Parent and the other shareholder parties to it to certain rights to have their securities registered by us under the Securities Act. The Parent will be entitled to an unlimited number of “demand” registrations, subject to certain limitations. Every shareholder that holds registration rights will also be entitled to customary “piggyback” registration rights. In addition, the registration rights agreement will provide that we will pay certain expenses of the shareholder parties relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act.
Indemnification of Directors and Officers
In connection with this offering, we intend to enter into indemnification agreements with our directors and senior management. The indemnification agreements and our Articles of Association require us to indemnify our directors to the fullest extent permitted by law. See “Management—Insurance and Indemnification.”
Transitional Services Agreement
Prior to the consummation of this offering, the hear.com group has been part of the WS Audiology Group and will only be separated into a stand-alone business in connection with this offering. See “Corporate Reorganization.” We expect to enter into a transitional services agreement with the WS Audiology Group, pursuant to which certain entities of the WS Audiology Group will continue to provide certain business functions to us for a limited period of time following the Corporate Reorganization, including certain IT applications, payroll services, arrangements with logistics providers and legal services. We expect that the
 
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majority of the services under the TSA will be provided for a period of nine months and with the option for us to extend the term of the provision of such services for one period of three months, subject to early termination rights based on advance written notice. Certain IT services will be provided until December 31, 2023 and there are no termination rights in respect of such services.
See “Risk Factors—Risks Related to the Corporate Reorganization and Our Operation as a Stand-alone Business.”
Supply Agreement
Prior the consummation of this offering, we expect to enter into a framework supply agreement with the WS Audiology Group, pursuant to which certain entities of the WS Audiology Group will supply us with hearing aids and related products and repair services (including products and services related to our branded hear.com Horizon hearing aids) in the countries in which we currently operate and the countries in which we may operate in the future (the “Supply Agreement”). Under the terms of the Supply Agreement, we will submit quarterly forecasts of hearing aids and related products we expect to order in each country based on our projected requirements for such quarter. For a given country, specific terms of the supply and purchase of hearing aids and related products and services within such country will be governed by an agreement between a member of the WS Audiology Group and a member of the hear.com group that conducts operations in the relevant country. We expect the Supply Agreement will have an initial term of three years, with automatic renewal for consecutive one year terms for an indefinite period, subject to the ability of either party to elect not to renew upon advance written notice. We expect that either party will be able to terminate the Supply Agreement for cause, with the WS Audiology Group having an additional termination right in the event a competitor acquires a greater than 5% interest in a member of the hear.com group.
Related Person Transaction Policy
Prior to the completion of this offering, our board of directors is expected to adopt a written policy on transactions with related persons, which we refer to as our “related person transaction policy.” Our related person transaction policy will require that all “related persons” ​(as defined in Item 7.B. of Form 20-F for periodic filings with the SEC under the Exchange Act) must promptly disclose to our board of directors any “related person transaction” ​(defined as any transaction that is anticipated would be reportable by us under Item 7.B. of Form 20-F for periodic filings with the SEC under the Exchange Act in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our related person transaction policy will provide that no related person transaction entered into following the completion of this offering will be executed without the approval or ratification of an “approving body” comprised of the disinterested members of our board of directors or any committee thereof. We expect that our board of directors will designate its audit committee to serve as the approving body. It will be our policy that any directors interested in a related person transaction must recuse themselves from any vote on a related person transaction in which they have an interest.
 
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PRINCIPAL AND SELLING SHAREHOLDERS
The following table and accompanying footnotes set forth information with respect to the beneficial ownership of the common shares of hear.com N.V. as of              , 2021.
The number of shares and percentages of beneficial ownership prior to this offering set forth below are based on the number of our common shares to be issued and outstanding immediately prior to the consummation of this offering and giving effect to the Recapitalization and the Reorganization. The number of shares and percentages of beneficial ownership after this offering set forth below are based on the number of our common shares to be issued and outstanding immediately after the consummation of this offering and giving effect to the Recapitalization and the Corporate Reorganization, and to the MPP Exchange assuming an initial public offering price of $      per share, which is the mid-point of the range set forth on the cover page of this prospectus, excluding any potential purchases pursuant to the directed share program relating to this offering. An increase or decrease in the assumed initial public offering price will impact the number of shares outstanding after the consummation of this offering and the number of shares held by such persons and entities referred to in the table set forth below. See definitions of Recapitalization, Corporate Reorganization and MPP Exchange for a description of the determination of common shares issued in connection with the Recapitalization and the MPP Exchange.
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common shares.
Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o Amsterdamsestraatweg 421, 3551 CL Utrecht, the Netherlands.
Shares Beneficially
Owned Prior to the
Offering
Shares to be
Sold in this Offering
Shares Beneficially
Owned After the Offering
If Underwriters’ Option
to Purchase Additional
Shares is Not Exercised
If Underwriters’ Option
to Purchase Additional
Shares is Exercised in
Full
If Underwriters’ Option
to Purchase Additional
Shares is Not Exercised
If Underwriters’ Option
to Purchase Additional
Shares is Exercised in
Full
Name of Beneficial Owner
Shares
Percentage
Shares
Percentage
Shares
Percentage
Shares
Percentage
Shares
Percentage
5% Shareholder:
Auris Luxembourg III S.à r.l.(1)
100.0 %
%
%
%
%
Directors and Named Executive Officers:(2)
Eric Bernard
— 
— 
— 
— 
— 
— 
Ursula Burns
— 
— 
— 
— 
— 
Elizabeth Kistruck
— 
— 
— 
— 
— 
Kasper Knokgaard
— 
— 
— 
— 
— 
Søren Lonning
— 
— 
— 
— 
— 
Carol Meyers
— 
— 
— 
— 
— 
Adam Westermann
— 
— 
— 
— 
— 
Paul Crusius(3)
— 
— 
Marco Vietor(3)
— 
— 
All directors and executive officers
as a group (15 persons)
— 
— 
 
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*
Indicates beneficial ownership of less than 1%.
(1)
Reflects common shares held directly by Auris Luxembourg III S.à r.l. Auris Luxembourg III S.à r.l. is a wholly-owned indirect subsidiary of WS Audiology A/S. WS Audiology A/S is owned by Auris Luxembourg I S.A., North Harbour VII S.à r.l. and North Harbour VIII S.à r.l. (together, the “EQT Investors”), each investment vehicles affiliated with EQT, and T&W Medical A/S (the “T&W Investor”).
(2)
Does not reflect any common shares that may be purchased pursuant to the directed share program in connection with this offering.
(3)
Includes common shares held by the professional services corporation owned by Messrs. Crusius and Vietor, as applicable.
EQT VI Limited is the sole shareholder of Auris Holding Guernsey Limited, the majority shareholder of Auris Luxembourg I S.A. EQT VI Limited is overseen by a board that acts by majority approval. The individual members of such board are James Arrol, Kelly Ogier, Matthew Tullier and Peter Veldman. EQT Fund Management S.à r.l. (“EFMS “) is the manager of EQT VII (No. 1) Limited Partnership and EQT VII (No. 2) Limited Partnership, the holders of a majority interest in North Harbour VII Holding S.à r.l., the majority owner of North Harbour VII S.à r.l. EFMS is also the manager of EQT VIII SCSp, the owner of EQT VIII Investments S.à r.l., the owner of North Harbour VIII Holding S.à r.l., which is the majority owner of North Harbour VIII S.à r.l. EFMS is overseen by a board that acts by majority approval. The individual members of such board are Joshua Stone, Adam Larsson, Nicholas Curwen, Peter Veldman and James Arrol.
T&W Medical A/S is owned by Tøpholm Holding A/S, an entity of which Pv17 ApS is the controlling shareholder, of which Jan Tøpholm is the controlling shareholder, and Westermann A/S, an entity owned by Jalichan ApS, an entity of which Anders Westermann is the controlling shareholder, and Sewes ApS, an entity of which Søren Westermann is the controlling shareholder, respectively.
The registered address of Auris Luxembourg III S.à r.l. is 26A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and the registered address of WS Audiology A/S is Nymøllevej 6, 3540 Lynge, Denmark. The registered address of the entities affiliated with EQT described above is 26A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg. The registered address of the T&W Investor and its affiliates described above is Nymøllevej 6, 3540 Lynge, Denmark.
 
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DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION
General
We were incorporated under the laws of the Netherlands as Auris Netherlands IV N.V. on December 10, 2020.
Pursuant to the terms of the Corporate Reorganization, the hear.com group will be transferred to hear.com N.V. prior to the consummation of this offering. Following such transfer and prior to the consummation of this offering, our Articles of Association will be amended. The terms of the Corporate Reorganization are further described in the section “Corporate Reorganization.”
The following description summarizes the material terms of, and is qualified in its entirety by, the amended Articles of Association that we intend to adopt, each of which will be in effect upon the consummation of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus is a part. For a complete description of our share capital, you should refer to our amended Articles of Association and the applicable provisions of Dutch laws. Under “Description of Share Capital and Articles of Association,” “we,” “us,” “our,” the “company” and “our company” refer to hear.com N.V. and not to any of its subsidiaries.
We are registered with the Trade Register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 81157959. Our corporate seat and registered office is in Utrecht, the Netherlands.
Upon the consummation of this offering, our authorized share capital will consist of                       common shares, nominal value €0.01 per share, and                    preferred shares, nominal value €0.01 per share. No preferred shares will be issued or outstanding immediately after the public offering contemplated by this prospectus.
Under Dutch law, our authorized share capital is the maximum capital that we may issue without amending our Articles of Association. An amendment of our Articles of Association would require a resolution of the general meeting of shareholders upon proposal by the board of directors.
Our common shares and preferred shares are in registered form (op naam).
Initial settlement of the common shares issued in this offering will take place at the consummation of this offering through The Depository Trust Company, or DTC, in accordance with its customary settlement procedures for equity securities. Each person owning common shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of common shares.
Our Articles of Association provide that, for as long as any of our common shares are admitted to trading on Nasdaq, the New York Stock Exchange or on any other regulated stock exchange operating in the United States of America, the laws of the State of New York shall apply to the property law aspects of our common shares reflected in the register administered by the relevant transfer agent.
Articles of Association and Dutch law
Set forth below is a summary of relevant information concerning our share capital and material provisions of our Articles of Association and applicable Dutch law. This summary does not constitute legal advice regarding those matters and should not be regarded as such.
Company’s shareholders’ register
Pursuant to Dutch law and the Articles of Association, we must keep our shareholders’ register accurate and current. The board of directors keeps our shareholders’ register and records names and addresses of all holders of shares, showing the numbers of shares held by them, and numbers allocated to such shares, the date on which the shares were acquired, the date of the acknowledgement of the transfer on which the transfer has
 
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been served upon the company, as well as the amount paid on each share. The register also includes the names and addresses of those with a right of usufruct (vruchtgebruik) in shares belonging to another or a pledge (pandrecht) in respect of such shares. There is no restriction on the ownership of our common shares. The common shares offered in this offering will be held through DTC, therefore DTC or its nominee will be recorded in the shareholders’ register as the holder of those common shares.
Corporate objectives
Pursuant to the Articles of Association, our main corporate objectives are:

to act as a holding company and, in particular, to acquire, participate in, finance, collaborate with, and conduct the management of companies and other enterprises;

to provide advice and other services;

to acquire, use and assign industrial and intellectual property rights and real property;

to commit, provide security and grant guarantees for the debts of legal entities or other companies with which the company is affiliated or for the debts of third parties, except that we may not grant (and shall procure that our direct and indirect subsidiaries shall not grant) upstream security and guarantees for the benefit of our direct or indirect shareholders unless our board of directors unanimously resolves that such upstream security and/or guarantee is in the corporate interest of us and/or our direct and indirect subsidiaries;

to borrow, lend and raise funds, including the issuance of bonds, promissory notes or other securities or evidence of indebtedness, and enter into agreements in connection with these activities;

to invest funds; and

to undertake all actions that are deemed to be necessary to the foregoing, or in furtherance thereof, all in the widest sense of the words.
Limitation on liability and indemnification matters
Under Dutch law, directors and certain other officers may be held liable for damages in the event of improper or negligent performance of their duties. They may be held jointly and severally liable for damages to the company and to third parties for infringement of the Articles of Association or of certain provisions of Dutch law. In certain circumstances, they may also incur additional specific civil and criminal liabilities. Subject to certain exceptions, our Articles of Association provide for indemnification of our current and former directors (and other current and former officers and employees as authorized by our board of directors). Directors and certain other officers are also insured under an insurance policy taken out by us against damages resulting from their conduct when acting in the capacities as such directors or officers. No indemnification shall be made in respect of any claim, issue or matter:

as to which such person shall have been adjudged in a final and non-appealable judgment by a competent court or arbitral tribunal to be liable for fraud, willful recklessness (bewuste roekeloosheid) or willful misconduct (opzet) in the performance of his or her duty as a director or officer to the company unless a court determines that such person is fairly and reasonably entitled to such compensation despite the adjudication of such liability;

as a result of a violation of criminal law (except for the costs, fines or financial sanctions as a result of the civil law consequences of a violation of criminal law), to the extent that such fines are imposed by a court decision on the ground that the Director himself is personally liable for a violation of criminal law; or

to the extent any related costs and losses have been insured and reimbursed to such person under any applicable insurance policy.
Shareholders’ meetings and consents
General meeting of shareholders
General meetings of shareholders may be held in Utrecht, Amsterdam, Eindhoven, Rotterdam, The Hague or the municipality of Haarlemmermeer (including, Schiphol Airport), the Netherlands, or elsewhere,
 
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provided that the entire share capital is represented in such meeting. Annually, at least one general meeting of shareholders shall be held. This annual general meeting of shareholders must be held within six months of the end of the financial year. Additional extraordinary general meetings of shareholders may also be held whenever considered appropriate by the board of directors and shall be held within three months after our board of directors has considered it to be likely that our equity has decreased to an amount equal to or lower than half of its paid up and called up share capital, in order to discuss the measures to be taken if so required.
Pursuant to Dutch law, one or more shareholders or others with meeting rights under Dutch law who jointly represent at least one-tenth of the issued share capital may request us to convene a general meeting, setting out in detail the matters to be discussed. If our board of directors has not taken the steps necessary to ensure that such meeting could be held within six weeks after the request, the requesting party or parties may, on their application, be authorized by the competent Dutch court in preliminary relief proceedings to convene a general meeting of shareholders.
General meetings of shareholders shall be convened by a notice, which shall include an agenda stating the items to be discussed, including for the annual general meeting of shareholders, among other things, the adoption of the annual accounts, appropriation of our profits and proposals relating to the composition of the board of directors, including the filling of any vacancies in the board of directors. In addition, the agenda shall include such items as have been included therein by the board of directors. The agenda shall also include such items requested by one or more shareholders, or others with meeting rights under Dutch law, representing at least 3% of the issued share capital. In such case, requests must be made in writing, must be substantiated or include a proposal for a resolution, and must be received by the board of directors at least 60 days before the day of the relevant general meeting of shareholders is held. No resolutions shall be adopted on items other than those that have been included in the agenda.
In accordance with the DCGC and our Articles of Association, a shareholder shall exercise the right of putting an item on the agenda only after consulting the board of directors in that respect. If one or more shareholders intend to request that an item be put on the agenda that may result in a change in the company’s strategy (for example, the removal of directors), the board of directors must be given the opportunity to invoke a reasonable response time of up to 180 days from the moment the board of directors is informed of the intentions of the shareholder(s), or such other period as Dutch law and/or the DCGC stipulates for such purpose from time to time. If invoked, the board of directors must use such response period for further deliberation and constructive consultation with the shareholders concerned, and must explore alternatives. At the end of the response time, the board of directors must report on this consultation and the exploration of alternatives to the general meeting of shareholders. The response period may be invoked only once for any given general meeting of shareholders and does not apply: (a) in respect of a matter for which a response period has been previously invoked; or (b) if a shareholder holds at least 75% of the company’s issued share capital as a consequence of a successful public bid. The response period may also be invoked in response to shareholders or others with meeting rights under Dutch law requesting that a general meeting of shareholders be convened, as described above.
The general meeting is presided over by a chairperson appointed by the general meeting of shareholders itself. The chairperson of the meeting shall appoint a secretary. Directors may always attend a general meeting of shareholders. In these meetings, they have an advisory vote. The chair of the meeting may decide at his or her discretion to admit other persons to the meeting.
All shareholders and others with voting rights or meeting rights under Dutch law are authorized to attend the general meeting of shareholders, to address the meeting and, in so far as they have such right, to vote.
Quorum and voting requirements
Each common share confers the right on the holder to cast one vote at the general meeting of shareholders. Shareholders may vote by written proxy. The board of directors may decide that persons entitled to attend general meetings and vote there may, within a period prior to the general meeting of shareholders to be set by the board of directors, which period cannot start prior to the registration date as referred to in our
 
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Articles of Association, cast their vote electronically or by post in a manner to be decided by the board of directors. Votes cast in this manner are considered the same as votes cast at the meeting. No votes may be cast at a general meeting of shareholders on shares held by us or our subsidiaries or on shares for which we or our subsidiaries hold depositary receipts. Nonetheless, the holders of a right of usufruct (vruchtgebruik) and the holders of a right of pledge (pandrecht) in respect of shares held by us or our subsidiaries in our share capital are not excluded from the right to vote on such shares, if any, if the right of usufruct (vruchtgebruik) or the right of pledge (pandrecht) was granted prior to the time such shares were acquired by us or any of our subsidiaries. Neither we nor any of our subsidiaries may cast votes in respect of a share on which we or such subsidiary holds a right of usufruct (vruchtgebruik) or a right of pledge (pandrecht). Shares which are not entitled to voting rights pursuant to the preceding sentences will not be taken into account for the purpose of determining the number of shareholders that vote and that are present or represented, or the amount of the share capital that is provided or that is represented at a general meeting of shareholders.
Decisions of the general meeting of shareholders are taken by a simple majority of the votes cast, except where Dutch law or the Articles of Association provide for a qualified majority or unanimity.
Board of directors
Appointment of directors
Under our Articles of Association, the directors are appointed by the general meeting of shareholders upon binding nomination by our board of directors. However, the general meeting of shareholders may at all times overrule the binding nomination by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital. If the general meeting of shareholders overrules the binding nomination, the board of directors shall make a new nomination at a subsequent general meeting of shareholders, where the same majority and quorum requirements will apply as are applicable to the first general meeting of shareholders.
At a general meeting of shareholders, a resolution to appoint a director can only be passed in respect of candidates whose names are stated for that purpose in the agenda of that general meeting of shareholders or in the explanatory notes thereto. In the nomination of the board of directors and in the subsequent resolution to appoint a person as a director, the general meeting of shareholders shall determine whether that person is appointed as executive director or as non-executive director.
Duties and liabilities of directors
Under Dutch law, the board of directors as a collective is responsible for the management and the strategy, policy and operations of the company, subject to the restrictions contained in Dutch law, our Articles of Association and our Board Rules. The executive directors manage our day-to-day business and operations of the company and its enterprise and implement our strategy. The non-executive directors focus on the supervision on the policy and functioning of the performance of the duties of all directors and our general state of affairs. Each director has a statutory duty to act in the corporate interest of the company and its business. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the company and its business also applies in the event of a proposed sale or break-up of the company, provided that the specific circumstances generally dictate how such duty is to be applied and how the respective interests of various groups of stakeholders should be weighed. Any resolution of the board of directors regarding a material change in the identity or character of the company requires the approval of the general meeting of shareholders. Our Articles of Association allow the board of directors to determine in writing that one or more directors may validly pass resolutions in respect of matters which fall under his or her duties, as attributed to that director by the board of directors.
Dividends and other distributions
Amount available for distribution
We may only make distributions to our shareholders if our shareholders’ equity (eigen vermogen) exceeds the sum of the paid-up and called-up share capital plus any reserves required by Dutch law or by the Articles of Association.
 
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We only make a distribution of dividends to our shareholders after the adoption of our annual accounts demonstrating that such distribution is legally permitted. The board of directors is permitted, subject to certain requirements, to declare interim dividends without the approval of the general meeting of shareholders.
Dividends and other distributions shall be made payable not later than the date determined by the board of directors. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable, will lapse and any such amounts will be considered to have been forfeited to us (verjaring).
We do not anticipate paying any cash dividends for the foreseeable future.
Squeeze out procedures
Pursuant to Section 92a, Book 2, Dutch Civil Code, a shareholder who, alone or together with group companies, for his or her own account holds at least 95% of our issued share capital may initiate proceedings against the other shareholders jointly for the transfer of their shares to such shareholder. The proceedings are held before the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) (the “Enterprise Chamber”), and can be instituted by means of a writ of summons served upon each of the other shareholders in accordance with the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may grant the claim for squeeze out in relation to the other shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the other shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a daily newspaper with a national circulation.
Dissolution and liquidation
Under our Articles of Association, we may be dissolved by a resolution of the general meeting of shareholders passed by a simple majority of the votes cast, upon a proposal of the board of directors. In the event of a dissolution, the liquidation shall be effected by the board of directors, unless the general meeting appoints other liquidators. To the extent that any assets remain after payment of all debts, those assets shall first be distributed to the holders of any outstanding preferred shares in accordance with the procedures set forth in the Articles of Association. After such distribution the remaining assets shall be distributed to the holders of ordinary shares (which we refer to as common shares in this prospectus). All distributions referred to in this paragraph will be made in accordance with the relevant provisions of the laws of the Netherlands.
Exclusive forum
Our Articles of Association will provide that unless we otherwise consent in writing to the selection of an alternative forum, the competent courts of Amsterdam, the Netherlands shall be the sole and exclusive forum for any dispute between (i) any person holding our common shares or an interest in our common shares and (ii) us, any of our directors, officers or employees (including any of our former directors, former officers or former employees to the extent the dispute arises from such director, officer or other employee’s acts or omissions while serving as our director, officer or employee), in each case (a) whether such dispute relates to the Articles of Association or otherwise and (b) provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in our common shares shall be deemed to have notice of and consented to the forum provisions in our Articles of Association.
Dutch Financial Reporting Supervision Act
On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving) (the “FRSA”), the Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”)
 
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supervises the application of financial reporting standards by companies with its corporate seat in the Netherlands and whose securities are listed on regulated marked within the EU or in a non-EU country on a system similar to a regulated market, such as Nasdaq. Given that our corporate seat is in Utrecht, the Netherlands and our common shares will be listed on Nasdaq, the FRSA will be applicable.
Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from us regarding our application of the applicable financial reporting standards and (ii) recommend to us the making available of further explanations. If we do not comply with such a request or recommendation, the AFM may request that the Enterprise Chamber order us to (i) make available further explanations as recommended by the AFM (ii) provide an explanation of the way we have applied the applicable financial reporting standards to our financial reports or (iii) prepare our financial reports in accordance with the Enterprise Chamber’s orders.
Foreign Investment Legislation
Under the existing laws of the Netherlands, there are no exchange controls applicable to the transfer to persons outside of the Netherlands of dividends or other distributions with respect to, or of the proceeds from the sale of our common shares, subject to applicable restrictions under sanctions and measures, including those concerning export control, pursuant to European Union regulations, the Sanctions Act 1977 (Sanctiewet 1977) or other legislation, applicable anti-boycott regulations, anti-money laundering regulations and similar rules.
Comparison of Dutch Corporate Law and Our Articles of Association and U.S. Corporate Law
The following comparison between Dutch corporation law, which applies to us, and our Articles of Association and Delaware corporation law, the law under which many publicly listed corporations in the United States are incorporated, discusses additional matters not otherwise described in this prospectus. Although we believe this summary is materially accurate, the summary is subject to Dutch law, including Book 2 of the Dutch Civil Code and Delaware corporation law, including the Delaware General Corporation Law.
Corporate Governance
Duties of the Board of Directors
The Netherlands.   We have a one-tier board structure. Our business and affairs are managed under the direction of our board of directors, which is divided into executive directors and non-executive directors.
Under Dutch law, the board of directors as a collective is responsible for the management and the strategy, policy and operations of the company, subject to the restrictions contained in Dutch law, our Articles of Association and our Board Rules. The executive directors manage our day-to-day business and operations of the company and our enterprise and implement our strategy. The non-executive directors focus on the supervision, policy and functioning of the performance of the duties of all directors and our general state of affairs. Each director has a statutory duty to act in the corporate interest of the company and its business. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the company and its business also applies in the event of a proposed sale or break-up of the company, provided that the specific circumstances generally dictate how such duty is to be applied and how the respective interests of various groups of stakeholders should be weighed. Any resolution of the board of directors regarding a material change in the identity or character of the company requires the approval of the general meeting of shareholders.
Delaware.   The board of directors bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. Delaware courts have decided that the directors of a Delaware corporation are required to exercise informed business judgment in the performance of their duties. Informed business judgment means that the directors have informed themselves of all material
 
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information reasonably available to them. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.
Appointment Terms of Directors
The Netherlands.   In the Netherlands, executive and non-executive directors of a listed company are generally appointed for an individual term of a maximum of four years. In principle, there is no limit in the number of consecutive terms executive directors may serve, provided that the terms for reappointment should not be more than four years at a time in line with the DCGC. For non-executive directors, a limit of twelve years generally applies, provided that any reappointment after an eight-year term of office needs to be disclosed in the company’s annual report in line with the DCGC. Non-executive directors are to be appointed for an initial period of four years, and may be reappointed for another four years. They may be reappointed again for a period of two years and such reappointment may be extended by no more than two years, in line with the DCGC. Our executive and non-executive directors will initially be appointed for an individual term of one year.
Delaware.   The Delaware General Corporation Law generally provides for a one-year term for directors, but permits directorships to be divided into up to three classes with up to three-year terms, with the years for each class expiring in different years, if permitted by the certificate of incorporation, an initial bylaw or a bylaw adopted by the stockholders. A director elected to serve a term on a “classified” board may not be removed by stockholders without cause. There is no limit in the number of terms a director may serve.
Executive and Non-Executive Director Vacancies
The Netherlands.   Under Dutch law, new executive and non-executive directors are appointed by the general meeting of shareholders. Under our Articles of Association, executive and non-executive directors are appointed by the general meeting of shareholders upon the binding nomination by our board of directors. However, the general meeting of shareholders may at all times overrule the binding nomination by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital. If the general meeting of shareholders overrules the binding nomination, the board of directors shall make a new nomination.
Delaware.   The Delaware General Corporation Law provides that vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) unless (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case any other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.
Removal of Executive and Non-Executive Directors
The Netherlands.   Under our Articles of Association, the general meeting of shareholders will be entitled to suspend or dismiss an executive or non-executive director. In addition, the board of directors may at any time suspend an executive director. The general meeting of shareholders may only adopt a resolution to suspend or dismiss a director by at least a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the board of directors, in which case a simple majority is sufficient. A suspension may last no longer than three months in total, including any extensions of the suspension.
Delaware.   Under the Delaware General Corporation Law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause, or (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be
 
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removed without cause if the votes cast against his or her removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part.
Proxy Voting by Executive and Non-Executive Directors
The Netherlands.   Under our Board Rules, each director may be represented at board meetings by another director, who must be duly authorized for each particular board meeting, provided that such other Director is physically present at the meeting of our board of directors in the Netherlands.
Delaware.   A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.
Remuneration of Executive and Non-Executive Directors
The Netherlands.   Under Dutch law and our Articles of Association, we must adopt a remuneration policy for executive and non-executive directors. Such remuneration policy will be based upon a proposal of the board of directors and will be adopted by the general meeting of shareholders.
Delaware.   Under the Delaware General Corporation Law, the stockholders generally do not have the right to approve the compensation policy for directors or the senior management of the corporation, although certain aspects of executive compensation may be subject to stockholder vote due to the provisions of U.S. federal securities and tax law, as well as exchange requirements.
Conflict-of-Interest Transactions
The Netherlands.   Under Dutch law and our Articles of Association, executive and non-executive directors shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he or she has a direct or indirect personal interest that conflicts with the interests of the company or its business. An executive or non-executive director with such a conflict of interest must promptly notify the other executive and non-executive directors of such conflict. If it becomes apparent that such executive or non-executive director was indeed involved in the decision-making process, such decision may be nullified.
Our Articles of Association provide that if all the directors have a conflict of interest, the resolution may nevertheless be passed by the board of directors as though none of the directors had a conflict of interest.
See “Certain Relationships and Related Person Transactions—Related Person Transaction Policy” for a description of our related person transaction policy.
Delaware.   The Delaware General Corporation Law generally permits transactions involving a Delaware corporation and an interested director of that corporation if:

the material facts as to the director’s relationship or interest are disclosed and a majority of disinterested directors consent;

the material facts are disclosed as to the director’s relationship or interest and a majority of shares entitled to vote thereon consent; or

the transaction is fair to the corporation at the time it is authorized by the board of directors, a committee of the board of directors or the stockholders.
Dutch Corporate Governance Code
The DCGC contains both principles and best practice provisions for boards of directors, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. DCGC is divided into five chapters which address the following topics: (i) long-term value creation;
 
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(ii) effective management and supervision; (iii) remuneration; (iv) the general meeting; and (v) one-tier governance structure. A copy of the DCGC can be found on www.mccg.nl. As a Dutch company listed on a stock exchange, we are subject to the DCGC and are required to disclose in our annual board report to what we extent comply with the principles and best practice provisions of the DCGC, and where we do not (for example, because of a conflicting Nasdaq requirement or otherwise), we must state why and to what extent we deviate in our annual report. Our most substantial deviations from the DCGC are summarized below.
Under our Articles of Association, directors are to be appointed on the basis of a binding nomination prepared by the board of directors. This means that the nominee will be appointed to the board of directors, unless the general meeting of shareholders removes the binding nature of the nomination (in which case a new nomination will be prepared for a subsequent general meeting). Our Articles of Association will provide that the general meeting of shareholders can only pass such resolution by a two-thirds majority representing more than half of the issued share capital. However, the DCGC recommends that the general meeting of shareholders can pass such a resolution by simple majority, representing no more than one-third of the issued share capital.
Under the Articles of Association, directors can only be dismissed by the general meeting of shareholder by simple majority, provided that the board of directors proposes the dismissal. In other cases, the general meeting of shareholders can only pass such resolution by a two-thirds majority representing more than half of the issued share capital. The DCGC recommends that the general meeting of shareholders can pass a resolution to dismiss a director by simple majority, representing no more than one-third of the issued share capital.
The DCGC recommends that a majority of the members of committees of our board of directors shall be independent within the meaning of the DCGC. As of the date of this offering, three out of the seven non-executive directors are independent within the meaning of the DCGC. The DCGC recommends that a majority of the members of the committees of our board of directors shall be independent within the meaning of the DCGC, which is not the case for our compensation committee.
The DCGC recommends that the chairman of the board of directors should be independent within the meaning of the DCGC, which may not be the case.
The DCGC recommends against providing equity awards as part of the compensation of a non-executive director. However, we may deviate from this recommendation and grant equity awards to our non-executive directors, consistent with U.S. market practice.
Shareholder Rights
Voting Rights
The Netherlands.   In accordance with Dutch law and our Articles of Association, each issued share confers the right to cast one vote at the general meeting of shareholders. Each holder of shares may cast as many votes as it holds shares. Resolutions of the general meeting shall be adopted by simple majority (more than half) of the votes cast, unless a larger majority is required by law or our Articles of Association. Blank votes shall be considered null and void.
Delaware.   Under the Delaware General Corporation Law, each stockholder is entitled to one vote per share of stock, unless the certificate of incorporation provides otherwise. In addition, the certificate of incorporation may provide for cumulative voting at all elections of directors of the corporation, or at elections held under specified circumstances. Either the certificate of incorporation or the bylaws may specify the number of shares and/or the amount of other securities that must be represented at a meeting in order to constitute a quorum, but in no event will a quorum consist of less than one third of the shares entitled to vote at a meeting.
Stockholders as of the record date for the meeting are entitled to vote at the meeting, and the board of directors may fix a record date that is no more than 60 nor less than 10 days before the date of the meeting,
 
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and if no record date is set then the record date is the close of business on the day next preceding the day on which notice is given, or if notice is waived then the record date is the close of business on the day next preceding the day on which the meeting is held. The determination of the stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the board of directors may fix a new record date for the adjourned meeting.
Shareholder Proposals
The Netherlands.   Pursuant to Dutch law, one or more shareholders or others with meeting rights under Dutch law representing at least one-tenth of the issued share capital may request the Dutch courts to order that a general meeting of shareholders be held and may, on their application, be authorized by the court to convene a general meeting of shareholders if we refuse to convene a general meeting at their request. The court shall disallow the application if it does not appear that the applicants have previously requested the executive and non-executive directors to convene a general meeting of shareholders and neither the executive nor the non-executive directors has taken the necessary steps so that the general meeting of shareholders could be held within six weeks after the request.
Also, the agenda for a general meeting of shareholders shall include such items requested by one or more shareholders, and others entitled to attend general meetings of shareholders, representing at least 3% of the issued share capital, except where the articles of association state a lower percentage. Our Articles of Association do not state such lower percentage.
Delaware.   Delaware law does not specifically grant stockholders the right to bring business before an annual or special meeting. However, if a Delaware corporation is subject to the SEC’s proxy rules, a stockholder who owns at least $2,000 in market value, or 1% of the corporation’s securities entitled to vote, may propose a matter for a vote at an annual or special meeting in accordance with those rules.
Action by Written Consent
The Netherlands.   Under Dutch law, shareholders’ resolutions may be adopted in writing without holding a meeting of shareholders, provided that (i) the articles of association allow such action, (ii) the company has not issued bearer shares or, with its cooperation, depository receipts for shares in its capital, and (iii) the resolution is adopted unanimously by all shareholders that are entitled to vote. Although our Articles of Association allow for shareholders’ resolutions to be adopted in writing, as a publicly traded company the requirement of unanimity renders the adoption of shareholder resolutions without holding a meeting not feasible.
Delaware.   Although permitted by Delaware law, publicly listed companies do not typically permit stockholders of a corporation to take action by written consent.
Appraisal Rights
The Netherlands.   The concept of appraisal rights is not known as such under Dutch law. However, pursuant to Dutch law a shareholder who for his or her own account contributes at least 95% of our issued share capital may initiate proceedings against our minority shareholders jointly for the transfer of their shares to the claimant. The proceedings are held before the Enterprise Chamber. The Enterprise Chamber may grant the claim for squeeze out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a daily newspaper with a national circulation.
Furthermore, in accordance with the directive 2005/56/EC of the European Parliament and the Council of October 26, 2005 on cross-border mergers of limited liability companies, Dutch law provides that, to the
 
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extent that the acquiring company in a cross-border merger is organized under the laws of another EU member state, a shareholder of a Dutch disappearing company who has voted against the cross-border merger may file a claim with the Dutch company for compensation. Such compensation to be determined by one or more independent experts. The shares of such shareholder that are subject to such claim will cease to exist as of the moment of entry into effect of the cross-border merger.
Delaware.   The Delaware General Corporation Law provides for stockholder appraisal rights, or the right to demand payment in cash of the judicially determined fair value of the stockholder’s shares, in connection with certain mergers and consolidations.
Shareholder Suits
The Netherlands.   In the event a third party is liable to a Dutch company, only the company itself can bring a civil action against that party. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third party to the company also constitutes a tortious act directly against a shareholder does that shareholder have an individual right of action against such third party in its own name. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective is to protect the rights of a group of persons having similar interests can act as a class representative and has standing to commence proceedings and claim damages if certain criteria are met. The court will first determine if those criteria are met. If so, the case will go forward as a class action on the merits after a period allowing class members to opt out from the case has lapsed. All members of the class who are residents of the Netherlands and who did not opt-out will be bound to the outcome of the case. Residents of other countries must actively opt in in order to be able to benefit from the class action. The defendant is not required to file defenses on the merits prior to the merits phase having commenced. It is possible for the parties to reach a settlement during the merits phase. Such a settlement can be approved by the court, which approval will then bind the members of the class, subject to a second opt-out. This new regime applies to claims brought after January 1, 2020 and applies to actions that relate to events that occurred on or after November 15, 2016. For other matters, the old Dutch class action regime applies. Under the old regime, no monetary damages can be sought. Also, a judgment rendered under the old regime is not binding for individual class members. Even though Dutch law does not provide for derivative suits, directors and officers can still be subject to liability under U.S. securities laws.
Delaware.   Under the Delaware General Corporation Law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself and other similarly situated stockholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a stockholder at the time of the transaction which is the subject of the suit. In addition, under Delaware case law, the plaintiff normally must be a stockholder at the time of the transaction that is the subject of the suit and throughout the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand would be futile.
Shareholder Vote on Certain Reorganizations
The Netherlands.   Under Dutch law, the general meeting of shareholders must approve resolutions of the board of directors relating to a significant change in the identity or the character of the company or the business of the company, which includes:

a transfer of the business or virtually the entire business to a third party;

the entry into or termination of a long-term cooperation of the company or a subsidiary with another legal entity or company or as a fully liable partner in a limited partnership or general partnership, if such cooperation or termination is of a far-reaching significance for the company; and

the acquisition or divestment by the company or a subsidiary of a participating interest in the capital of a company having a value of at least one third of the amount of its assets according to its balance sheet and explanatory notes or, if the company prepares a consolidated balance sheet, according to its consolidated balance sheet and explanatory notes in the last adopted annual accounts of the company.
 
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Under Dutch law, a shareholder who owns shares representing at least 95% of the nominal value of a company’s issued share capital may institute proceedings against the company’s other shareholders jointly for the transfer of their shares to that shareholder. The proceedings are held before the Enterprise Chamber, which may grant the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of experts who will offer an opinion to the Enterprise Chamber on the value of the shares to be transferred.
Delaware.   Under the Delaware General Corporation Law, the vote of a majority of the outstanding shares of capital stock entitled to vote thereon generally is necessary to approve a merger or consolidation or the sale of all or substantially all of the assets of a corporation. The Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision requiring for any corporate action the vote of a larger portion of the stock or of any class or series of stock than would otherwise be required.
Under the Delaware General Corporation Law, no vote of the stockholders of a surviving corporation to a merger is needed, however, unless required by the certificate of incorporation, if (i) the agreement of merger does not amend in any respect the certificate of incorporation of the surviving corporation, (ii) the shares of stock of the surviving corporation are not changed in the merger and (iii) the number of common shares of the surviving corporation into which any other shares, securities or obligations to be issued in the merger may be converted does not exceed 20% of the surviving corporation’s common shares outstanding immediately prior to the effective date of the merger. In addition, stockholders may not be entitled to vote in certain mergers with other corporations that own 90% or more of the outstanding shares of each class of stock of such corporation, but the stockholders will be entitled to appraisal rights.
Anti-takeover Provisions
The Netherlands.   Under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch law and Dutch case law. We have adopted several provisions that may have the effect of making a takeover of our company more difficult or less attractive, including:

the authorization by the general meeting of shareholders to our board of directors (granted for a period not exceeding five years in line with our Articles of Association) that preferred shares may be issued by our board of directors to dilute the interest of any potential acquirer. Such preferred shares may be issued upon payment of at least 25% of their nominal value and they may be issued to a friendly party.

a provision that our directors may only be removed at the general meeting of shareholders by a two-thirds majority of the votes cast representing more than 50% of our outstanding share capital if such removal is not proposed by our board of directors;

our directors being appointed on the basis of a binding nomination by our board of directors, which can only be overruled by the general meeting of shareholders by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital (in which case the board of directors may draw up a new nomination);

requirements that certain matters, including an amendment of our Articles of Association, may only be brought to our shareholders for a vote upon a proposal by our board of directors;

a provision that special meetings may be called only by our board of directors, and not by shareholders generally (subject to the Dutch law requirement that holders of 10% of our issued shares may call a special meeting);

a provision that shareholders’ resolutions may be adopted in writing without holding a meeting of shareholders, only when, among other things, all shareholders entitled to vote have cast their vote in favor of the proposal concerned;

a provision that in principle our board of directors (and not our shareholders) may (i) schedule the date of the annual meeting and (ii) provide written notice of the date of the annual meeting;
 
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a provision that, consistent with Dutch law, holders representing at least 3% of our issued shares must give advance notice of not less than 60 calendar days to bring business before an annual or special meeting of shareholders;

to the extent permitted under Dutch law, our directors being permitted to adopt, amend or repeal our governing documents without seeking shareholder approval; and

a forum-selection clause designating the Netherlands as the exclusive forum for hearing disputes, including shareholder derivative actions (other than actions brought to enforce a duty or liability created by United States federal securities laws).
See “Risk factors—Risks Related to Our Common Shares, this Offering and Our Status as a Public Company—Provisions in our organizational documents or Dutch corporate law might delay or prevent acquisition bids for us or other change of control transactions that might be considered favorable.”
Delaware. In addition to other aspects of Delaware law governing fiduciary duties of directors during a potential takeover, the Delaware General Corporation Law also contains a business combination statute that protects Delaware companies from hostile takeovers and from actions following the takeover by prohibiting some transactions once an acquirer has gained a significant holding in the corporation.
Section 203 of the Delaware General Corporation Law prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder that beneficially owns 15% or more of a corporation’s voting stock, within three years after the person becomes an interested stockholder, unless:

the transaction that will cause the person to become an interested stockholder is approved by the board of directors of the target prior to the transactions;

after the completion of the transaction in which the person becomes an interested stockholder, the interested stockholder holds at least 85% of the voting stock of the corporation not including shares owned by persons who are directors and officers of interested stockholders and shares owned by specified employee benefit plans; or

after the person becomes an interested stockholder, the business combination is approved by the board of directors of the corporation and holders of at least 66.67% of the outstanding voting stock, excluding shares held by the interested stockholder.
A Delaware corporation may elect not to be governed by Section 203 by a provision contained in the original certificate of incorporation of the corporation or an amendment to the original certificate of incorporation or to the bylaws of the company, which amendment must be approved by a majority of the shares entitled to vote and may not be further amended by the board of directors of the corporation. Such an amendment is not effective until twelve months following its adoption.
Preemptive Rights
The Netherlands.   Under Dutch law, in the event of an issuance of ordinary shares (which we refer to as common shares in this prospectus), each shareholder has a pro rata preemptive right in proportion to the aggregate nominal value of the ordinary shares held by such holder (with the exception of ordinary shares to be issued to employees or ordinary shares issued against a contribution other than in cash or pursuant to the exercise of a previously acquired right to subscribe for shares). No preemptive rights are attached to preferred shares. Under our Articles of Association, the general meeting of shareholders may resolve to limit or exclude the preemptive right with respect to a specific issue of shares upon a proposal of our board of directors. The general meeting of shareholders may designate the board of directors as the corporate body that is authorized to resolve to limit or exclude the preemptive right, provided that such designation is granted for a period not exceeding five years. The designation can be extended, each time for a period not exceeding five years. Unless the designation provides otherwise, it cannot be revoked. Prior to this offering, the general meeting has resolved to grant the board of directors the right to exclude preemptive rights for a period of five years.
 
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Delaware.   Under the Delaware General Corporation Law, stockholders have no preemptive rights to subscribe for additional issues of stock or to any security convertible into such stock unless, and to the extent that, such rights are expressly provided for in the certificate of incorporation.
Repurchase of Shares
The Netherlands.   Under Dutch law, a company such as ours may not subscribe for newly issued shares in its own capital. Such company may, however, subject to certain restrictions of Dutch law and its articles of association, acquire shares or depositary receipts in its own capital. A listed public company with limited liability such as ours may acquire fully paid shares in its own capital at any time for no valuable consideration. Furthermore, subject to certain provisions of Dutch law and the articles of association, such company may repurchase fully paid shares in its own capital if (i) the company’s shareholders’ equity less the payment required to make the acquisition does not fall below the sum of paid-up and called-up share capital plus any reserves required by Dutch law or its articles of association and (ii) the aggregate nominal value of shares of the company which the company acquires, holds or on which the company holds a pledge (pandrecht) or which are held by a subsidiary of the company, would not exceed 50% of its then current issued share capital. Such company may only acquire its own shares if its general meeting of shareholders has granted the board of directors the authority to effect such acquisitions.
An acquisition of common shares for a consideration must be authorized by our general meeting of shareholders. Such authorization may be granted for a maximum period of 18 months and must specify the number of common shares that may be acquired, the manner in which common shares may be acquired and the price limits within which common shares may be acquired. Authorization is not required for the acquisition of common shares in order to transfer them to our employees. The actual acquisition may only be effected by a resolution of our board of directors. Prior to the consummation of this offering, our board of directors will be authorized, for a period of 18 months, to cause the repurchase of common shares or preferred shares by us of up to 10% of our issued share capital, for a price per share not exceeding 110% of the average market price of our common shares on Nasdaq (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by us). These shares may be used to deliver shares underlying awards granted pursuant to our equity-based compensation plans.
No authorization of the general meeting of shareholders is required if common shares are acquired by us with the intention of transferring such common shares to our employees under an applicable employee stock purchase plan.
Delaware.   Under the Delaware General Corporation Law, a corporation may purchase or redeem its own shares unless the capital of the corporation is impaired or the purchase or redemption would cause an impairment of the capital of the corporation. A Delaware corporation may, however, purchase or redeem out of capital any of its preferred shares or, if no preferred shares are outstanding, any of its own shares if such shares will be retired upon acquisition and the capital of the corporation will be reduced in accordance with specified limitations.
Inspection of Books and Records
The Netherlands.   Our shareholders’ register is available for inspection by the shareholders and holders of a right of usufruct (vruchtgebruik) and holders of a right of pledge (pandrecht) whose particulars must be registered therein. The board of directors provide the general meeting of shareholders, within a reasonable amount of time, with all information that the shareholders reasonably requests for the exercise of their powers, unless this would be contrary to an overriding interest of our company. If the board of directors invokes an overriding interest, it must give reasons.
Delaware.   Under the Delaware General Corporation Law, any stockholder may inspect for any proper purpose certain of the corporation’s books and records during the corporation’s usual hours of business.
Dividends
The Netherlands.   Dutch law provides that dividends may be distributed after adoption of the annual accounts by the general meeting of shareholders from which it appears that such dividend distribution is
 
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allowed. Moreover, dividends may be distributed only to the extent the shareholders’ equity exceeds the amount of the paid-up and called-up part of the issued share capital and the reserves that must be maintained under Dutch law or the articles of association. Interim dividends may be declared as provided in the articles of association and may be distributed to the extent that the shareholders’ equity exceeds the amount of the issued and paid-up and called-up part of the issued share capital and the required legal reserves as described above as apparent from our financial statements. Interim dividends should be regarded as advances on the final dividend to be declared with respect to the financial year in which the interim dividends have been declared. Should it be determined after adoption of the annual accounts with respect to the relevant financial year that the distribution was not permissible, the company may reclaim the paid interim dividends as unduly paid. Under Dutch law, the articles of association may prescribe that the board of directors decides what portion of the profits are to be held as reserves.
Under our Articles of Association, first, a dividend is paid out of the profit, if available for distribution, on the preferred shares (if applicable). Any amount remaining out of the profit is carried to reserve as the board of directors determines. After reservation by the board of directors of any profit, the remaining profit will be at the disposal of the general meeting of shareholders. We only make a distribution of dividends to our shareholders after the adoption of our annual accounts demonstrating that such distribution is legally permitted. The board of directors is permitted, subject to certain requirements, to declare interim dividends without the approval of the general meeting of shareholders.
Dividends and other distributions shall be made payable not later than the date determined by the board of directors. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable, will lapse and any such amounts will be considered to have been forfeited to us (verjaring).
Delaware.   Under the Delaware General Corporation Law, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must be valued at their fair market value as determined by the board of directors, without regard to their historical book value. Dividends may be paid in the form of common shares, property or cash.
Listing
Our common shares are expected to be approved for listing on Nasdaq under the symbol “HCG.”
Transfer agent and registrar
The transfer agent and registrar for our common shares is Computershare Inc. Transfer of record ownership of shares is effected by a written deed of transfer acknowledged by us, or by our transfer agent and registrar acting as our agent on our behalf, unless the property law aspects of such shares are governed by the laws of the state of New York as set out below.
As long as our common shares are listed on Nasdaq, the New York Stock Exchange or on any other regulated stock exchange operating in the United States of America, the laws of the state of New York shall apply to the property law aspects of the common shares reflected in the register administered by our transfer agent.
 
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SHARES ELIGIBLE FOR FUTURE SALE
General
Prior to this offering, there has not been a public market for our common shares, and we cannot predict what effect, if any, market sales of common shares or the availability of common shares for sale will have on the market price of our common shares prevailing from time to time. Nevertheless, sales of substantial amounts of common shares, including shares issued upon the exercise of outstanding options, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common shares and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See “Risk Factors—Risks Related to Our Common Shares, this Offering and Our Status as a Public Company.”
Upon the consummation of this offering, we will have         common shares outstanding. All shares sold in this offering will be freely tradable without registration under the Securities Act and without restriction, except for (1) shares held by our “affiliates” ​(as defined under Rule 144) and (2) any shares purchased in our directed share program that are subject to the lock-up agreements described below. The common shares held by the Parent and certain of our directors, officers and employees after this offering will be “restricted” securities under the meaning of Rule 144 and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemptions pursuant to Rule 144 under the Securities Act.
Pursuant to Rule 144, the restricted shares held by our affiliates will be available for sale in the public market at various times after the date of this prospectus following the expiration of the applicable lock-up period. See “—Lock-Up Agreements.”
Rule 144
In general, under Rule 144, as currently in effect, a person (or persons whose shares are deemed aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without registration, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
Under Rule 144, our affiliates or persons selling shares on behalf of our affiliates, who have met the six-month holding period for beneficial ownership of “restricted shares” of our common shares, are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

1% of the number of our common shares then outstanding, which will equal approximately         shares immediately after this offering; or

the average reported weekly trading volume of our common shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.
Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common shares after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.
Rule 701
In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other
 
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written agreement in a transaction that was completed in reliance on Rule 701, and complied with the requirements of Rule 701, will be eligible to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.
Registration Rights
The Parent and certain other shareholders will have certain registration rights with respect to our common shares pursuant to the registration rights agreement. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
Lock-Up Agreements
In connection with this offering, we, our directors, executive officers and the Parent, have agreed with the underwriters, subject to certain exceptions, (i) not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares beneficially owned or any other securities so owned convertible into or exercisable or exchangeable for common shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares, in each case during the period ending 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters.
Immediately following the consummation of this offering, equity holders subject to lock-up agreements will hold                 common shares, representing approximately        % of our then outstanding common shares, or approximately        % if the underwriters exercise in full their option to purchase additional shares.
We have agreed not to issue, sell or otherwise dispose of any common shares during the 180-day period following the date of this prospectus. We may, however, grant options to purchase common shares, issue common shares upon the exercise of outstanding options, issue common shares in connection with certain acquisitions or business combinations or an employee stock purchase plan and in certain other circumstances.
 
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CERTAIN TAX CONSIDERATIONS
Certain Dutch Tax Considerations
The following is intended as general information only and it does not seek to present any comprehensive or complete description of all aspects of Dutch tax law which could be of relevance to a current or prospective holder of our common shares, which, for purposes of this discussion we refer to as a shareholder. For Dutch tax purposes, a shareholder may include an individual or entity who does not have the legal title of our common shares but to whom nevertheless our common shares are attributed based either on such individual or entity holding a beneficial interest in our common shares or based on specific statutory provisions, including statutory provisions pursuant to which our common shares are attributed to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds our common shares.
Shareholders and prospective shareholders should therefore consult their tax adviser regarding the tax consequences of any purchase, ownership or disposal of our common shares.
The following summary is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date hereof, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. For the purpose of this discussion, Dutch Taxes shall mean taxes of whatever nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities. The Netherlands means the part of the Kingdom of the Netherlands located in Europe.
Any reference hereafter made to a treaty for the avoidance of double taxation concluded by the Netherlands includes the Tax Regulation for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Regulation for the Netherlands and Sint Maarten (Belastingregeling Nederland Sint Maarten), the Tax Regulation for the Netherlands and Curacao (Belastingregeling Nederland Curaçao), and the Tax Regulation for the Country of the Netherlands (Belastingregeling voor het land Nederland).
This section does not purport to describe the possible Dutch tax considerations or consequences that may be relevant to a shareholder:

that is an exempt investment institution (vrijgestelde beleggingsinstelling) or an investment institution (fiscale beleggingsinstelling) as defined in articles 6a and 28 of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969);

that is a pension fund, or another Dutch tax resident entity that is exempt from or not subject to Dutch corporate income tax;

that is a corporate shareholder which qualifies for the Dutch participation exemption (deelnemingsvrijstelling) or would qualify for the participation exemption had the corporate shareholder been resident in the Netherlands or which qualifies for participation credit (deelnemingsverrekening). Generally speaking, a shareholding is considered to qualify as a participation for the participation exemption or participation credit if it represents an interest of 5% or more of the nominal paid-in share capital of the subsidiary;

to whom the common shares and the income from common shares are attributed based on the separated private assets (afgezonderd particulier vermogen) provisions of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001);

which is a resident entity of Aruba, Curaçao or Sint Maarten that has an enterprise which is carried on through a permanent establishment or a permanent representative in Bonaire, Sint Eustatius or Saba and the common shares are attributable to such permanent establishment or permanent representative;

which is not considered the beneficial owner (uiteindelijk gerechtigde) of the common shares or the benefits derived from or realized in respect of the common shares;

to whom the common shares or the income therefrom is attributable to employment activities which are taxed as employment income in the Netherlands or in connection with a membership of a management board or a supervisory board, or management role;
 
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that holds a substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief aanmerkelijk belang) in hear.com N.V. shareholder will also have a substantial interest if his or her partner (statutorily defined term under Dutch tax law), has a (deemed) substantial interest. Generally, a shareholder has a substantial interest in hear.com N.V. if such shareholder, alone or together with his or her partner, directly or indirectly:

owns, or holds certain rights on, our common shares representing 5% or more of the total issued and outstanding capital of hear.com N.V., or of the issued and outstanding capital of any class of shares of hear.com N.V.;

holds rights to, directly or indirectly, acquire our common shares, whether or not already issued, representing 5% or more of the total issued and outstanding capital of hear.com N.V., or of the issued and outstanding capital of any class of shares of hear.com N.V.;

owns, or holds certain rights on, profit participating certificates that relate to 5% or more of the annual profit of hear.com N.V. or to 5% or more of the liquidation proceeds of hear.com N.V.; or

A holder of common shares can also have a substantial interest if one of certain relatives of that holder or his or her partner has a substantial interest in us.
Generally, a shareholder has a deemed substantial interest in hear.com N.V. if, without having an actual substantial interest in hear.com N.V.:

our common shares have been obtained by such a shareholder under inheritance law or matrimonial law, on a non-recognition basis, while the disposing shareholder had a substantial interest in hear.com N.V.;

our common shares have been acquired by such a shareholder pursuant to a share merger, legal merger or legal demerger, on an elective non-recognition basis, while the shareholder prior to this transaction had a substantial interest in an entity that was party thereto; or

our common shares held by the shareholder, prior to dilution, qualified as a substantial interest and, by election, no gain was recognized upon disqualification of these shares.
Dividend Withholding Tax
A shareholder is generally subject to Dutch dividend withholding tax at a rate of 15% on dividends distributed by hear.com N.V. Generally, hear.com N.V. is responsible for the withholding of such dividend withholding tax at source; the dividend withholding tax is for the account of the shareholder. Dividends distributed by hear.com N.V. include, but are not limited to:
i.
direct or indirect distributions of profit in cash or in kind, whatever they be named or in whatever form;
ii.
proceeds from the liquidation of hear.com N.V., or proceeds from the repurchase of common shares by hear.com N.V., in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;
iii.
the nominal value of common shares issued to a holder of the common shares or an increase of the nominal value of the common shares, insofar as the (increase in the) nominal value of the common shares is not funded out of hear.com N.V.’s paid-in capital as recognized for Dutch dividend withholding tax purposes; and
iv.
partial repayments of paid-in capital that is:

not recognized for Dutch dividend withholding tax purposes; or

recognized for Dutch dividend withholding tax purposes, if and to the extent there are qualifying profits (zuivere winst), unless:

the general meeting has resolved in advance to make such repayment, and
 
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the nominal value of hear.com N.V.’s common shares concerned has been reduced with an equal amount by way of an amendment to the articles of association.
hear.com N.V. must remit to the Dutch tax authorities the Dutch dividend withholding tax it has withheld on dividends distributed on the common shares. In certain circumstances, hear.com N.V. may apply a reduction to the amount of Dutch dividend withholding tax to be remitted to the Dutch tax authorities. This reduction can be applied if hear.com N.V. distributes dividends that can be attributed to dividends hear.com N.V. itself has received from qualifying non-Dutch subsidiaries, provided that these dividends are exempt from Dutch corporate income tax under the Dutch participation exemption and have been subject to a foreign withholding tax at a rate of at least 5%. The amount of such reduction is equal to the lesser of:
i.
3% of the dividends distributed by hear.com N.V.; and
ii.
3% of the profit distributions hear.com N.V. received from qualifying foreign subsidiaries in the calendar year in which hear.com N.V. distributes the dividends (up to the moment of such dividend distribution) and the two previous calendar years; further limitations and conditions apply.
Residents of the Netherlands
A resident of the Netherlands who holds our common shares can generally credit the withholding tax against his or her Dutch income tax or Dutch corporate income tax liability and is generally entitled to a refund of dividend withholding taxes exceeding his or her aggregate Dutch income tax or Dutch corporate income tax liability, provided certain conditions are met.
Residents of a jurisdiction other than the Netherlands
If a holder of our common shares is a resident of a country other than the Netherlands and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between the Netherlands and that country, and such holder is a resident for the purposes of such treaty, such holder may, depending on the terms of that particular treaty, be eligible for a refund in whole or in part of the Dutch dividend withholding tax.
A (partial) refund of Dutch dividend withholding tax may under certain conditions be available to a holder of our common shares resident in the European Union or EEA if this holder of our common shares is not subject to Dutch individual income tax or Dutch corporate income tax with respect to the income from the common shares and such Dutch dividend withholding tax is higher than the Dutch individual income tax or Dutch corporate income tax that would have applied to this holder of our common shares had this holder of our common shares been tax resident in the Netherlands, after taking into account a possible refund based on the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965). Furthermore, a similar refund of Dutch dividend withholding tax may—again under certain conditions—be available to a holder of common shares resident in another country, under the additional conditions that: (i) the common shares are considered portfolio investments for purposes of Article 63 (taking into account Article 64) of the Treaty on the Functioning of the European Union; and (ii) the Netherlands can exchange information with this other country in line with the international standards for the exchange of information.
Taxes on income and capital gains
Residents of the Netherlands
The description of certain Dutch tax consequences in this paragraph is only intended for the following shareholders:
1.
individuals who are resident or deemed to be resident in the Netherlands for purposes of Dutch income tax;
2.
individuals who, subject to meeting certain conditions, opt to be treated as if resident in the Netherlands for purposes of Dutch income tax (we refer to (1) and (2) jointly as Dutch Individuals); and
 
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3.
entities that are resident or deemed to be resident in the Netherlands for purposes of the Dutch Corporate Income Tax Act, which we refer to as Dutch Corporate Entities.
Dutch Individuals are generally subject to income tax at statutory progressive rates with a maximum of 49.5% with respect to any benefits derived or deemed to be derived from Dutch Enterprise Shares (as defined below), including any capital gains realized on the disposal thereof.
Dutch Enterprise Shares are our common shares or any right to derive benefits therefrom:
i.
which are attributable to an enterprise from which a Dutch Individual derives profits, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as a shareholder); or
ii.
of which the benefits are taxable in the hands of a Dutch Individual as benefits from miscellaneous activities (resultaat uit overige werkzaamheden) including, without limitation, activities which are beyond the scope of active portfolio investment activities (normaal, actief vermogensbeheer).
If neither condition (i) nor condition (ii) mentioned above applies, a Dutch Individual will generally be subject to Dutch income tax on a deemed return, regardless of the actual income or capital gains derived from our common shares. This deemed return is calculated by applying the applicable deemed return percentage(s) to the individual’s yield basis (rendementsgrondslag), insofar this exceeds a certain threshold (heffingvrij vermogen). The individual’s yield basis is determined as the fair market value of certain qualifying assets (including, as the case may be, our common shares) held by the Dutch Individual less the fair market value of certain qualifying liabilities, both generally determined on January 1 of the relevant year. The deemed return percentages to be applied to the yield basis increase progressively from 1.90% to 5.69% (2021 rates), depending on such Dutch Individual’s yield basis. The deemed return percentages are adjusted annually based on expected average returns. The deemed return is taxed at a rate of 31% (2021 rate).
Dutch Corporate Entities are generally subject to corporate income tax at statutory rates up to 25% with respect to any benefits derived or deemed to be derived from, including any capital gains realized on the disposal of, our common shares.
Residents of a jurisdiction other than the Netherlands
A shareholder that is not resident or deemed to be resident in the Netherlands or, in case of an individual, has not opted to be treated as if resident in the Netherlands, will not be subject to Dutch Taxes on income or capital gains with respect to the ownership and disposal of our common shares, other than dividend withholding tax as described above, except if:
i.
such shareholder derives profits from an enterprise, which enterprise is, in whole or in part, carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which our common shares are attributable;
ii.
such shareholder is not an individual and is entitled, other than by way of the holding of securities, to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, that is effectively managed in the Netherlands and to which enterprise our common shares are attributable;
iii.
such shareholder is an individual and derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) carried out in the Netherlands in respect of our common shares, including, without limitation, activities which are beyond the scope of regular active portfolio investment activities (normaal, actief vermogensbeheer); or
iv.
such shareholder is an individual and is entitled, other than by way of the holding of securities, to a share in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise our common shares are attributable.
 
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Gift and Inheritance Tax
No Dutch gift or inheritance tax is due in respect of any gift of our common shares by, or inheritance of our common shares on the death of, a shareholder except if:

at the time of the gift or death of the shareholder, the shareholder is resident, or is deemed to be resident, in the Netherlands;

the shareholder passes away within 180 days after the date of the gift of our common shares and is not, and not deemed to be, at the time of the gift, but is, or deemed to be, at the time of his or her death, resident in the Netherlands; or

the gift of our common shares is made under a condition precedent and the shareholder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.
Value Added Tax
There is no Dutch value added tax payable by a holder of our common shares in respect of payments in consideration for the acquisition of our common shares, payments or dividends on our common shares, or payments in consideration for the disposal of our common shares.
Other Taxes and Duties
There is no Dutch registration tax, stamp duty, or any other similar tax or duty payable in the Netherlands in respect of or in connection with the subscription, issue, placement, allotment, delivery or transfer of our common shares.
Certain United States Federal Income Tax Considerations
The following discussion describes certain U.S. federal income tax consequences of the purchase, ownership and disposition of our common shares. This discussion deals only with common shares that are held as a capital asset by a U.S. Holder (as defined below).
As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that is, for U.S. federal income tax purposes, any of the following:

an individual who is a citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This discussion does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

a dealer or broker in securities or currencies;

a financial institution;
 
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a regulated investment company;

a real estate investment trust;

an insurance company;

a tax-exempt organization;

a person holding our common shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

a trader in securities that has elected the mark-to-market method of accounting for your securities;

a person who owns or is deemed to own 10% or more of all of our outstanding shares (by vote or value);

a partnership or other pass-through entity for U.S. federal income tax purposes;

a person required to accelerate the recognition of any item of gross income with respect to our common shares as a result of such income being recognized on an applicable financial statement; or

a person whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common shares, you should consult your tax advisors.
This summary does not contain a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, the effect of the alternative minimum tax or the effects of any state, local or non-U.S. tax laws. If you are considering the purchase of our common shares, you should consult your tax advisors concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our common shares, as well as the consequences to you arising under other U.S. federal tax laws (such as estate and gift tax laws) and the laws of any other taxing jurisdiction and any applicable treaties.
Taxation of Dividends
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on our common shares (including any amounts withheld to reflect Dutch withholding taxes), if any, will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the common shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange (as discussed below under “—Taxation of Sales or Exchanges”). We do not, however, expect to determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.
Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate U.S. investors, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation as “qualified dividend income.” A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The U.S. Treasury Department has determined that the current income tax treaty between the United States and the Netherlands meets these requirements. In addition, a foreign corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates
 
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that our common shares, which we expect to be listed on Nasdaq, will be readily tradable on an established securities market in the United States once they are so listed. There can be no assurance, however, that we will qualify for the benefits of the income tax treaty between the United States and the Netherlands or that our common shares will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Furthermore, non-corporate holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see “—Passive Foreign Investment Company” below).
The amount of any dividend paid in euros will equal the U.S. dollar value of the euros received calculated by reference to the exchange rate in effect on the date the dividend is received by you, regardless of whether the euros are converted into U.S. dollars on that date. If the euros received as a dividend are converted into U.S. dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the euros received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a basis in the euros equal to their U.S. dollar value on the date of receipt. You may have foreign currency gain or loss if a dividend received is converted into U.S. dollars after the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the euros will be treated as U.S. source ordinary income or loss.
Subject to certain conditions and limitations (including a minimum holding period requirement), any Dutch withholding taxes on distributions may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our common shares will be treated as income from sources outside the United States and will generally constitute passive category income. Instead of claiming a credit, you may, at your election, deduct such otherwise creditable Dutch withholding taxes in computing your taxable income, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year and subject to generally applicable limitations under U.S. law. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.
Certain distributions of common shares, or rights to subscribe for common shares, which are received as part of a pro rata distribution to all of our shareholders will not be subject to U.S. federal income tax.
Taxation of Sales or Exchanges
For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of common shares in an amount equal to the difference between the amount realized for the common shares and your tax basis in the common shares, both determined in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company” below, such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the common shares for more than one year. Long-term capital gains of non-corporate U.S. Holders are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as U.S. source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any non-U.S. tax imposed on the disposition of our common shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.
Passive Foreign Investment Company
Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (a “PFIC”) for our most
 
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recent taxable year, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard.
In general, we will be a PFIC for any taxable year in which:

at least 75% of our gross income is passive income, or

at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.
The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the expected market value of our common shares, a decrease in the price of our common shares may also result in our becoming a PFIC. If we are a PFIC for any taxable year during which you hold our common shares, you will be subject to special tax rules discussed below.
If we are a PFIC for any taxable year during which you hold our common shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of common shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the common shares. Under these special tax rules:

the excess distribution or gain will be allocated ratably over your holding period for the common shares,

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our common shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold the common shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your common shares had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.
In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your common shares provided such common shares are treated as “marketable stock.” The common shares generally will be treated as marketable stock if they are regularly traded on a “qualified exchange or other market” ​(within the meaning of the applicable Treasury regulations). It is intended that the common shares will be listed on Nasdaq, which is a qualified exchange for purposes of the mark-to-market election. However, no assurance can be given that the common shares will be “regularly traded” for purposes of the mark-to-market election.
If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your common shares at the end of the year over your adjusted tax basis in the common shares. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the common shares over their fair market value at the end of
 
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the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the common shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your common shares in a year that we are a PFIC, any gain will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.
If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the common shares are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service (the “IRS”) consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.
Alternatively, a holder of stock in a PFIC can sometimes avoid the special tax rules described above by electing to treat the PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option will not be available to you with respect to our common shares because we do not intend to comply with the requirements necessary to permit you to make this election.
If we are a PFIC for any taxable year during which you hold our common shares and any of our non-U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.
You will generally be required to file IRS Form 8621 if you hold our common shares in any year in which we are classified as a PFIC. You are urged to consult your tax advisors concerning the U.S. federal income tax consequences of holding common shares if we are considered a PFIC in any taxable year.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our common shares and the proceeds from the sale, exchange or other disposition of our common shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the IRS.
Certain U.S. Holders are required to report information relating to our common shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold the common shares. You are urged to consult your tax advisors regarding information reporting requirements relating to your ownership of our common shares.
 
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CERTAIN ERISA CONSIDERATIONS
The following is a summary of certain considerations associated with the purchase, ownership and disposition of our common shares by (i) “employee benefit plans” within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that are subject to Title I of ERISA, (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and (iii) entities that are deemed to hold the assets of any of the foregoing described in clauses (i) and (ii) (each of the foregoing described in clauses (i), (ii), and (iii) being referred to herein as a “Plan”).
General Fiduciary Matters
ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (a “Covered Plan”) and prohibit certain transactions involving the assets of a Covered Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such a Covered Plan or the management or disposition of the assets of such a Covered Plan, or who renders investment advice for a fee or other compensation to such a Covered Plan, is generally considered to be a fiduciary of the Covered Plan.
In considering an investment in our common shares of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control, conflicts of interest and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.
Prohibited Transaction Issues
Section 406 of ERISA and Section 4975 of the Code prohibit Covered Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Covered Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.
The acquisition and/or holding of our common shares by a Covered Plan with respect to which we, an underwriter or any of their respective affiliates is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (each, a “PTCE”) that may apply to the acquisition and holding of our common shares. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts, and PTCE 96-23 respecting transactions determined by in-house asset managers. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of Covered Plans considering acquiring and/or holding our common shares in reliance on these or any other exemption should carefully review the exemption in consultation with their legal advisors to ensure it is applicable. There can be no assurance that all of the conditions of any of the foregoing exemptions or any other exemption will be satisfied, or that an exemption would apply to all transactions that might arise in connection with a Covered Plan’s investment in our common shares.
Plans such as government plans, foreign plans and certain church plans, while not necessarily subject to the provisions of Title I of ERISA or Section 406 of ERISA or Section 4975 of the Code, may nevertheless be subject to Similar Laws. Fiduciaries of such Plans should consult with their legal advisors before acquiring our common shares.
 
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Representation
Accordingly, by its acceptance of our common shares, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold our common shares constitutes assets of any Plan or (ii) the acquisition and holding of our common shares by such purchaser or transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.
The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing or holding our common shares on behalf of, or with the assets of, any Plan, consult with their legal advisors regarding the potential applicability of ERISA, Section 4975 of the Code or any Similar Law and whether an exemption would be required. Neither this discussion nor anything provided in this prospectus is, or is intended to be, investment advice directed at any potential Plan purchasers, or at Plan purchasers generally, and such purchasers of any common shares should consult and rely on their own advisors as to whether an investment in our common shares is suitable for the Plan. The sale of any common shares to any Plan is in no respect a representation by us that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such investment is advisable or appropriate for plans generally or any particular Plan.
 
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UNDERWRITERS
Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:
Name
Number of Shares
Morgan Stanley & Co. LLC
           
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
BofA Securities, Inc.
William Blair & Company, L.L.C.
Truist Securities, Inc.
Total
The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the common shares subject to their acceptance of the common shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the common shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the common shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the common shares covered by the underwriters’ over-allotment option described below.
The underwriters initially propose to offer part of the common shares directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $        per share under the public offering price. After the initial offering of the common shares, the offering price and other selling terms may from time to time be varied by the representatives.
The selling shareholder has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to         additional common shares at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the common shares offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional common shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of common shares listed next to the names of all underwriters in the preceding table.
The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling shareholder. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional         common shares.
 
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Total
Per
Share
No
Exercise
Full
Exercise
Public offering price
$         $         $        
Underwriting discounts and commissions to be paid by:
Us
$ $ $
The selling shareholder
$ $ $
Proceeds, before expenses, to us
$ $ $
Proceeds, before expenses, to the selling shareholder
$ $ $
The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $                   million. We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $25,000.
Our common shares have been approved for listing on Nasdaq under the trading symbol “HCG”.
We and our directors, executive officers and the Parent, have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, acting as representatives on behalf of the underwriters, will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “restricted period”):

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any common shares beneficially owned or any securities so owned convertible into or exercisable or exchangeable for common shares; or

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares.
whether any such transaction described above is to be settled by delivery of common shares or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any common shares or any security convertible into or exercisable or exchangeable for common shares other than in connection with the exercise of registration rights under the registration rights agreement described in this prospectus to the extent such exercise of registration rights does not result in the public filing of a registration statement during the restricted period by the company. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
The lock-up restrictions described in the immediately preceding paragraph are subject to specified exceptions, including the following:

transactions by any person other than us relating to common shares or other securities acquired in open market transactions after the completion of the offering of the common shares; provided that no filing under Section 16(a) of the Exchange Act, is required or voluntarily made in connection with subsequent sales of the common shares or other securities acquired in such open market transactions;

under certain circumstances, transfers of common shares or any security convertible into common shares by natural persons by will or intestacy, as a bona fide gift or for bona fide estate planning purposes, to any trust for the direct or indirect benefit of such natural person or the immediate family of such natural person, to immediate family members of such natural person or to any nominee or custodian of any such persons or entities; shares; provided that no filing under Section 16(a) of the Exchange Act, is required or voluntarily made in connection with such subsequent transfers or distributions other than in in case of a transfer by will or intestacy;

transfers of common shares or any security convertible into common shares by operation of law, including pursuant to an order of a court (including a final domestic order, divorce settlement, divorce decree or separation agreement or other order) or a regulatory authority;
 
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if the undersigned is not a natural person, distributions or transfers of common shares or any security convertible into common shares to any (i) corporation, partnership, limited liability company, trust or other entity, in each case, that (A) controls, or is controlled by or is under common control with, such person or the immediate family of such person, or (B) is otherwise a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or (ii) investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership) or (b) as part of a distribution, transfer or disposition by such person to its stockholders, partners (including any limited partners), members or other equity holders employee or to the company;

the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of common shares, provided that (i) such plan does not provide for the transfer of common shares during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common shares may be made under such plan during the restricted period;

the issuance by the Company of common shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;

a bona fide third party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the company (or a duly authorized committee thereof) involving a change of control of the company in which the acquiring party becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the common shares of the company following such transaction; or

the sale of common shares to the underwriters pursuant to the underwriting agreement.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, in their sole discretion, may release the common shares and other securities subject to the lock-up agreements described above in whole or in part at any time. See also “Shares Eligible for Future Sale—Lock-Up Agreements.”
In order to facilitate the offering of the common shares, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, common shares in the open market to stabilize the price of the common shares. These activities may raise or maintain the market price of the common shares above independent market levels or prevent or retard a decline in the market price of the common shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.
We, the selling shareholder and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to
 
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allocate a number of common shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
Directed Share Program
At our request, the underwriters have reserved for sale at the initial public offering price up to                 common shares for certain employees, directors and other persons associated with us who have expressed an interest in purchasing common shares in the offering. The number of common shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the directed shares in the program. Any directed shares not so purchased will be offered by the underwriters to the general public on the same terms as the other common shares. Except for certain participants who have entered into lock-up agreements as contemplated above, each person buying common shares through the directed share program shall have no restriction regarding transferring common shares purchased in the directed share program. For those participants who have entered into lock-up agreements as contemplated above, the lock-up agreements contemplated therein shall govern with respect to their purchases of common shares in the program. Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC in their sole discretion may release any of the securities subject to these lock-up agreements at any time. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the directed shares.
Pricing of the Offering
Prior to this offering, there has been no public market for our common shares. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.
Selling Restrictions
Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a
 
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solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
European Economic Area
In relation to each Member State of the EEA (each, a “Relevant State”), no common shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the common shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of common shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
(a)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of common shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
Each person located in a Relevant State to whom any offer of common shares is made or who receives any communication in respect of an offer of common shares, or who initially acquires any common shares, will be deemed to have represented, warranted, acknowledged and agreed to and with us and each underwriter that (1) it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation; and (2) in the case of any common shares acquired by it as a financial intermediary as that term is used in Article 1(4) of the Prospectus Regulation, the common shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant State other than qualified investors, as that term is defined in the Prospectus Regulation, or in circumstances in which the prior consent of the representatives has been given to the offer or resale, or where common shares have been acquired by it on behalf of persons in any Relevant State other than qualified investors, the offer of those common shares to it is not treated under the Prospectus Regulation as having been made to such persons.
We, the underwriters and our and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.
This prospectus has been prepared on the basis that any offer of common shares in any Relevant State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of common shares. Accordingly, any person making or intending to make an offer in that Relevant State of common shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of common shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any common shares to be offered so as to enable an investor to decide to purchase or subscribe for any common shares; and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).
 
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United Kingdom
No common shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the common shares which has been approved by the Financial Conduct Authority, except that the common shares may be offered to the public in the United Kingdom, at any time:
(a)
to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
(c)
in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”),
provided that no such offer of common shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation.
Each person located in the United Kingdom to whom any offer of common shares is made or who receives any communication in respect of an offer of common shares, or who initially acquires any common shares, will be deemed to have represented, warranted, acknowledged and agreed to and with us and each underwriter that (1) it is a “qualified investor” within the meaning of Article 2(e) of the UK Prospectus Regulation; and (2) in the case of any common shares acquired by it as a financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, the common shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than qualified investors, as that term is defined in the UK Prospectus Regulation, or in circumstances in which the prior consent of the representatives has been given to the offer or resale, or where common shares have been acquired by it on behalf of persons in the United Kingdom other than qualified investors, the offer of those common shares to it is not treated under the UK Prospectus Regulation as having been made to such persons.
We, the underwriters and our and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.
This prospectus has been prepared on the basis that any offer of common shares in the United Kingdom will be made pursuant to an exemption under section 86 of the FSMA from the requirement to publish a prospectus for offers of common shares. Accordingly, any person making or intending to make an offer in the United Kingdom of common shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of underwriter to publish a prospectus pursuant to section 85 of the FSMA in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of common shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer to the public” in relation to any common shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any common shares to be offered so as to enable an investor to decide to purchase or subscribe for any common shares, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Each underwriter has represented and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity within the meaning of
 
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Section 21 of the FSMA received by it in connection with the issue or sale of our common shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to our common shares in, from or otherwise involving the United Kingdom.
Canada
The common shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the common shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the common shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” ​(within the meaning of section 708(8) of the Corporations Act), “professional investors” ​(within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the common shares without disclosure to investors under Chapter 6D of the Corporations Act.
The common shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
 
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Switzerland
This document is not intended to constitute an offer or solicitation to purchase or invest in the securities. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.
Japan
No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the common shares.
Accordingly, the common shares have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.
For Qualified Institutional Investors (“QII”)
Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the common shares constitutes either a “QII only private placement” or a “QII only secondary distribution” ​(each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the common shares. The common shares may only be transferred to QIIs.
For Non-QII Investors
Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the common shares constitutes either a “small number private placement” or a “small number private secondary distribution” ​(each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the common shares. The common shares may only be transferred en bloc without subdivision to a single investor.
Dubai International Financial Centre
This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The common shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common shares offered should conduct their own due diligence on the common shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
Hong Kong
The common shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies
 
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(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), or the Companies (Winding Up and Miscellaneous Provisions) Ordinance, or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or the Securities and Futures Ordinance, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the common shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common shares may not be circulated or distributed, nor may the common shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the common shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the common shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.
Where the common shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the common shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Singapore SFA Product Classification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the common shares are “prescribed capital markets products” ​(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
 
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Korea
The common shares offered by this prospectus have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the common shares have been and will be offered in Korea as a private placement under the FSCMA. None of the common shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). Furthermore, the purchaser of the common shares will comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the common shares. By the purchase of the common shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the common shares pursuant to the applicable laws and regulations of Korea.
India
This prospectus has not been and will not be registered as a prospectus with any registrar of companies in India. This prospectus has not been and will not be reviewed or approved by any regulatory authority in India, including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange in India. This prospectus and this offering of common shares are not and should not be construed as an invitation, offer or sale of any securities to the public in India. Other than in compliance with the private placement exemptions under applicable laws and regulations in India, including the Companies Act, 2013, as amended, our common shares have not been, and will not be, offered or sold to the public or any member of the public in India. This prospectus is strictly personal to the recipient and neither this prospectus nor the offering of our common shares is calculated to result, directly or indirectly, in our common shares becoming available for subscription or purchase by persons other than those receiving the invitation or offer. Each investor is deemed to have acknowledged, represented and agreed that it is eligible to invest in our company and our common shares under applicable laws, rules and regulations in India, without the requirement to obtain any prior approval, and that it is not prohibited or prevented under any law, rule or regulation in India from acquiring, owning or selling our common shares.
 
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER
U.S. SECURITIES LAWS
We are incorporated under the laws of the Netherlands and the majority of our directors reside outside the United States. The majority of our assets and those of our directors are located outside the United States. It may not be possible for investors to effect service of process within the United States upon us or our non-U.S. resident directors or executive officers or to collect and enforce judgments obtained against us or them in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.
If a judgment is obtained in a U.S. court against us or our directors you will need to enforce such judgment in jurisdictions where we or the relevant director has assets. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against our assets or the assets of our directors. While the enforceability of U.S. court judgments outside the United States is described below for the Netherlands, you should consult with your own advisors as needed to enforce a judgment in the Netherlands or elsewhere outside the United States.
There is currently no treaty between the United States and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically be recognized or enforceable in the Netherlands unless the underlying claim is relitigated before a Dutch court of competent jurisdiction. Under current practice, however, a Dutch court will generally, subject to compliance with certain procedural requirements, recognize and give effect to the judgment if such judgment (i) is a final judgment and has been rendered by a court which has established its jurisdiction on the basis of internationally accepted grounds of jurisdiction, (ii) has not been rendered in violation of principles of proper procedure (behoorlijke rechtspleging), (iii) is not contrary to the public policy of the Netherlands, and (iv) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgment is capable of being recognized in the Netherlands. Dutch courts may deny the recognition and enforcement of punitive damages or other awards. If a Dutch court upholds and regards as conclusive evidence the final judgment of the U.S. court, the Dutch court will generally grant the same judgment without litigating again on the merits.
Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities.
Dutch civil procedure differs substantially from U.S. civil procedure in a number of respects. Insofar as the production of evidence is concerned, U.S. law and the laws of several other jurisdictions based on common law provide for pre-trial discovery, a process by which parties to the proceedings may prior to trial compel the production of documents by adverse or third parties and the deposition of witnesses. Evidence obtained in this manner may be decisive in the outcome of any proceeding. Such pre-trial discovery process does not exist under Dutch law. In the event directors or other third parties are liable towards a Dutch company, only the company itself can bring a civil action against those parties. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third party to the company also constitutes a tortious act directly against a shareholder, such shareholder has an individual right of action against such third party in its own name. The Dutch Civil Code does provide for the possibility to initiate such actions collectively and a foundation or an association whose objective is to protect the rights of a group of persons having similar interests can institute a collective action. The collective action itself does not result in an order for payment of monetary damages but may only result in a declaratory judgment
 
190

 
(verklaring van recht). To obtain compensation for damages, individual claimants can base their claim on the declaratory judgment obtained by the foundation or association but they still need to individually sue the defendant for damages. Alternatively, in order to obtain compensation for damages, the foundation or association and the defendant may reach—often on the basis of such declaratory judgment—a settlement. A Dutch court may declare the settlement agreement binding upon all injured parties with an opt-out choice for an individual injured party. An individual injured party may also itself institute a civil claim for damages.
LEGAL MATTERS
The validity of the issuance of the common shares offered by this prospectus and certain other legal matters relating to this offering as to Dutch law will be passed upon for us by Stibbe N.V. Certain legal matters relating to this offering will be passed upon for us by Simpson Thacher & Bartlett LLP, as to matters of U.S. Federal and New York State law. Certain legal matters relating to this offering will be passed upon for the underwriters by Latham & Watkins LLP, as to matters of U.S. Federal and New York State law.
EXPERTS
The combined financial statements of the hear.com group as of September 30, 2020 and 2019, and October 1, 2018 and for each of the years in the two-year period ended September 30, 2020 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, and included in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the common shares offered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common shares, you should refer to the registration statement and its exhibits and schedules.
Upon the consummation of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. We will file a Form 20-F annual report with the SEC within four months following the end of our fiscal year. Our filings with the SEC will be available to the public on the SEC’s website at http://www.sec.gov. Those filings will also be available to the public on, or accessible through, our website under the heading “Investor Relations” at www.hear.com. The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
 
191

 
INDEX TO COMBINED FINANCIAL STATEMENTS
Page
Audited Combined Financial Statements
F-2
F-3
F-4
F-5
F-6
F-7
Unaudited Interim Condensed Combined Financial Statements
F-41
F-42
F-43
F-44
F-45
 
F-1

 
Report of Independent Registered Public Accounting Firm
To the Management of audibene GmbH:
Opinion on the Financial Statements
We have audited the accompanying combined balance sheets of audibene GmbH, Berlin, and its direct subsidiaries, as well as Hear.com LLC, USA, Soundrise Hearing Solutions Private Limited, India, and Hear.com Korea Limited, South Korea, all being indirect subsidiaries of WS Audiology S/A, Lynge, Denmark (collectively, hear.com or the Company) as of September 30, 2020 and 2019 and October 1, 2018, and the combined statements of comprehensive loss, changes in equity and cash flows for each of the two fiscal years in the period ended September 30, 2020 and the related notes to the combined financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019 and October 1, 2018, and the results of its operations and its cash flows for each of the two fiscal years in the period ended September 30, 2020 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company’s auditor since 2020.
Ft. Lauderdale, Florida
February 5, 2021
 
F-2

 
Combined Balance Sheets
September 30,
October 1,
2018
(in thousands of EUR)
Note
2020
2019
Assets
Current assets
Cash and cash equivalents
11
4,121 930 1,022
Trade receivables, net
12
30,377 25,094 19,120
Receivables from WS Audiology group companies
27
5 61 29
Other current financial assets
13
1,772 778 511
Inventories, net
14
10,756 8,027 8,289
Income tax receivables
118 0 28
Other current assets
15
3,036 2,580 1,844
Total current assets
50,185 37,470 30,843
Non-current assets
Intangible assets, net
16
12,573 7,875 5,181
Property and equipment, net
17
4,214 1,725 1,614
Right-of-use assets, net
18
5,997 5,221 4,902
Trade receivables, net
12
8,821 3,455 224
Other financial assets
13
1,432 1,080 350
Total non-current assets
33,037 19,356 12,271
Total assets
83,222 56,826 43,114
Liabilities and Equity
Current liabilities
Trade payables
20
21,130 15,146 9,665
Liabilities to WS Audiology group companies
27
1,270 804 122
Current lease liabilities
31
1,413 1,222 920
Income tax liabilities
63
Other current liabilities
22
10,010 7,070 4,090
Total current liabilities
33,886 24,242 14,797
Non-current liabilities
Liabilities to WS Audiology group companies
27
133,164 98,369 75,206
Lease liabilities
31
4,907 4,114 3,982
Provisions
21
115 34 54
Other liabilities
22
1,247 959 422
Total non-current liabilities
139,433 103,476 79,664
Total liabilities
173,319 127,718 94,461
Equity
24
Net assets attributable to WS Audiology
(92,545) (69,555) (52,278)
Currency translation differences
2,448 (1,337) 931
Total equity
(90,097) (70,892) (51,347)
Total liabilities and equity
83,222 56,826 43,114
The accompanying notes are an integral part of the combined financial statements
 
F-3

 
Combined Statements of Comprehensive Loss
Fiscal year ended
September 30,
(in thousands of EUR)
Note
2020
2019
Revenue
3
151,090 119,668
Operating expenses
Cost of revenue, excluding depreciation and amortization
4
(73,427) (59,077)
Marketing and selling expenses
5
(78,865) (62,926)
General and administrative expenses
6
(10,096) (6,987)
Depreciation and amortization
7
(5,516) (3,526)
Other operating income, net
8
301 198
Loss from operations
(16,513) (12,650)
Interest income
9
1,124 205
Interest expenses
9
(7,153) (5,068)
Other financial income (expense), net
9
(439) 156
Loss before income taxes
(22,981) (17,357)
Income tax expense
10
(130) (41)
Net loss
(23,111) (17,398)
Other comprehensive income (loss)
Items that may be reclassified to profit or loss
Currency translation differences
Change in unrealized gains and (losses), net
2
3,785 (2,268)
Total other comprehensive income (loss)
3,785 (2,268)
Total comprehensive loss
(19,326) (19,666)
The accompanying notes are an integral part of the combined financial statements
 
F-4

 
Combined Statements of Changes in Equity
(in thousands of EUR)
Note
Net assets
attributable to
WS Audiology
Currency
translation
differences
Total equity
attributable to
WS Audiology
Balance at October 1, 2018
(52,278) 931 (51,347)
Net loss for the period
(17,398) (17,398)
Other comprehensive loss for the period
2
(2,268) (2,268)
Total comprehensive loss for the period
(17,398) (2,268) (19,666)
Other transactions with shareholders
24
121 121
Balance at September 30, 2019
(69,555) (1,337) (70,892)
Balance at October 1, 2019
(69,555) (1,337) (70,892)
Net loss for the period
(23,111) (23,111)
Other comprehensive income for the period
2
3,785 3,785
Total comprehensive (loss) income for the period
(23,111) 3,785 (19,326)
Other transactions with shareholders
24
121 121
Balance at September 30, 2020
(92,545) 2,448 (90,097)
The accompanying notes are an integral part of the combined financial statements
 
F-5

 
Combined Statements of Cash flows
Fiscal year ended
September 30,
(in thousands of EUR)
Note
2020
2019
Cash flows from operating activities
Net loss
(23,111) (17,398)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization and depreciation
7
3,969 2,424
Depreciation of right-of-use assets
7
1,547 1,102
Income tax expense
10
130 41
Interest expense, net
6,029 4,863
Other non-cash expense, net
20 54
Change in current assets and liabilities
(Increase) decrease in inventories
(3,020) 207
Increase in trade and other receivables
(6,738) (5,172)
Increase in other current assets
(1,659) (965)
Increase in trade payables
7,236 5,679
Increase in other current liabilities and provisions
3,486 2,821
Decrease in other assets and liabilities, net
(5,487) (3,442)
Interest received
1,124 205
Income taxes paid, net
(187) (15)
Net cash used in operating activities
(16,661) (9,596)
Cash flows from investing activities
Purchase of intangible assets, property and equipment, and capitalized information technology and software development costs
(11,393) (5,177)
Net cash used in investing activities
(11,393) (5,177)
Cash flows from financing activities
Borrowings under loans and cash pool with shareholder
39,684 20,654
Other transactions with shareholder
121 121
Principal repayments of lease liabilities
(1,597) (1,182)
Interest paid
(6,903) (4,876)
Net cash provided by financing activities
31,305 14,717
Effect of exchange rates on cash and cash equivalents
(60) (36)
Net increase (decrease) in cash and cash equivalents
3,191 (92)
Cash and cash equivalents at beginning of period
930 1,022
Cash and cash equivalents at end of period
11
4,121 930
The accompanying notes are an integral part of the combined financial statements
 
F-6

 
Notes to the Combined Financial Statements
1. Description of Business and Basis of Presentation
Background and description of business
Management of WS Audiology S/A, Lynge, Denmark (“WS Audiology”) is reorganizing its legal entities engaged in its online hearing care product offering, herein referred to as the hear.com business by transferring the hear.com business into a newly incorporated company, hear.com N.V., upon successful completion of an initial public offering, at which time it will be renamed to hear.com N.V.
The hear.com business being transferred into hear.com N.V. is comprised of audibene GmbH, Berlin, and its direct subsidiaries, as well as Hear.com LLC, USA, Soundrise Hearing Solutions Private Limited, India, and Hear.com Korea Limited, South Korea, all being indirect subsidiaries of WS Audiology. All of these combined legal entities have been jointly conducting hear.com activities (“hear.com”, the “hear.com Group” or the “Company”). The hear.com Group companies operate globally with headquarters in Germany and operations located in Europe, North America and Asia. The Company was founded in 2012 and is a leading online provider of hearing care, offering state-of-the-art technologies and a unique consultation approach. The hear.com Group generates revenue from the sale and finance lease of hearing aids directly to the end customer. Services, such as fittings are performed either through partner providers in their clinics or through the Company’s teleaudiology platform. The hear.com Group companies employ highly trained hearing experts covering all time-zones and cooperate with more than 5,000 partner providers in eleven countries.
hear.com Group Management has prepared these combined financial statements in accordance with International Financial Reporting Standards (“IFRS”) and the interpretations of the IFRS Interpretations Committee as issued by the International Accounting Standards Board (IASB).
The combined financial statements comprise the combined balances sheets as of September 30, 2020 and 2019, and October 1, 2018, combined statements of comprehensive loss, combined statements of changes in equity, combined statements of cash flows and notes to the combined financial statements (“Combined Financial Statements”) for the fiscal years ended September 30, 2020 and 2019.
The Combined Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Combined Financial Statements do not reflect any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
The Combined Financial Statements have been prepared and published in thousands of euro (kEUR) unless otherwise stated. Rounding differences may occur in respect of individual amounts or percentages.
The Combined Financial Statements were authorized for issue by the management of audibene GmbH on February 5, 2021.
Basis of combination
During the reporting periods presented, hear.com has not been a group of entities under the control of a parent company as defined by IFRS 10 “Consolidated Financial Statements” and therefore has not prepared consolidated or combined financial statements for internal or external reporting purposes in the past. However, the group has been under common control of an ultimate parent company during the reporting periods presented.
 
F-7

 
Notes to the Combined Financial Statements (Continued)
1. Description of Business and Basis of Presentation (Continued)
The following listing represents an overview of the legal entities that are included in these Combined Financial Statements as of the end of and for each of the reporting periods presented, and which as such reflect the hear.com business as it will be legally transferred to hear.com N.V.
Audibene GmbH (Germany)
Ihre Hörgeräte Beratung GmbH (Germany)
Audibene GmbH (Switzerland)
Hear.com-Simply Good Hearing Inc. (Canada)
Audibene B.V. (Netherlands)
Hear.com (Pty) Ltd. (South Africa)
Audiocare Hearing Experts Malaysia Sdn Bhd (Malaysia)
Hearing Experts Co. Ltd. (Thailand)
Hear.com, LLC (USA)
Soundrise Hearing Solutions Private Limited (India)
Hear.com Korea Limited (South Korea)
During the reporting periods presented, the hear.com business was solely comprised and conducted by these legal entities. These legal entities were fully dedicated to the hear.com business and operated largely independently from the rest of the WS Audiology group. Interdependencies with the WS Audiology group were primarily limited to the purchase of hearing aids, participation in the in-house banking system as well as provisioning of central service to hear.com such as treasury, tax and legal services.
All entities included in the Combined Financial Statements prepared IFRS reporting packages as of September 30, 2020 and 2019, which have been utilized in the preparation of the Combined Financial Statements.
All intercompany balances, income and expenses, and unrealized gains and losses resulting from transactions between the hear.com Group companies are generally eliminated, except for gains or losses from foreign exchange translation. Transactions between hear.com Group companies and the remaining WS Audiology group companies are accounted for and classified as related party transactions in accordance with IAS 24 “Related Party Disclosures” (IAS 24). Respective outstanding balances, including trade accounts, cash pool clearing accounts and loans, are presented as separate financial statements line items “Receivables from WS Audiology group companies” or “Liabilities to WS Audiology group companies” in the combined balance sheets, respectively. For more information see Note 27.
The Company uses a centralized approach to cash management and to finance its operations through participation in the in-house banking system within the WS Audiology group (collectively “Treasury”). Accordingly, excluding cash and cash equivalents held directly with third party banks, the Company’s cash deposits and funding are pooled directly with Treasury through cash pool clearing accounts and treated as receivables and payables with related parties. Furthermore, as no WS Audiology group debt is directly attributable to the Company, no parent level debt or interest expense has been allocated to the Combined Financial Statements. Interest earned on deposits through the cash pooling arrangements and interest payable on related party interest bearing borrowings were historically settled through the cash pooling arrangement.
Interest income on cash pooling deposits and interest expense on related party borrowings are typically based on country-specific market interest rates that, when taken together, reflect interest rates that management believes are comparable to the rates charged by third-party banks. For more information see Note 27.
The combined statements of changes in equity present the changes in equity attributable to WS Audiology in the respective reporting periods. In the periods under consideration, hear.com did not constitute a group with a parent company in accordance with IFRS 10. Therefore, “Net assets attributable to WS Audiology” is
 
F-8

 
Notes to the Combined Financial Statements (Continued)
1. Description of Business and Basis of Presentation (Continued)
shown in lieu of share capital, reserves and retained earnings. Exchange differences on currency translation of foreign operations are reported separately in accordance with IAS 1 “Presentation of Financial Statements” (IAS 1).
WS Audiology group provided some central services to hear.com, such as treasury, tax and legal services. The respective costs for such services, to the extent that they historically have been already recharged to hear.com, are included in profit or loss at their historical amounts. Any remaining costs for central services that historically have not been recharged to hear.com have been allocated to General and administrative expenses for the purpose of preparing the Combined Financial Statements using an allocation methodology management considers to be relevant and reasonable. The recharged and allocated costs may not be indicative of costs incurred had the combined entities operated on a standalone basis. Allocated amounts are deemed to be settled immediately by the shareholders and recorded as a respective withdrawal from or contribution to equity, accordingly. For further information see Notes 25 and 28.
Compliance with IFRS
As stated above, hear.com has historically neither prepared consolidated financial statements, as it has not been a group of entities as defined by IFRS 10, nor has it prepared combined financial statements in the past.
Since IFRS do not provide specific guidelines for the preparation of Combined Financial Statements, IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” has been used for the preparation of the Combined Financial Statements. Management uses judgment in developing and applying accounting policies in order to produce information that is relevant to users, reliable and free from bias, and complete in all material respects. In doing so, management also considered IAS 8.12, which requires the consideration of the most recent pronouncements of other standard setting bodies, other financial reporting requirements and recognized industry practices.
Management applies IFRS 1 “First-time Adoption of International Financial Reporting Standards” (IFRS 1) for the group of companies that comprise the hear.com business, and in turn constitute the reporting entity, for which information relevant to users can be prepared.
As the hear.com Group has not been included in the consolidated financial statements of the same ultimate parent company covering all historical periods covered in these financial statements, predecessor IFRS values could not be used. These Combined Financial Statements therefore have been prepared in accordance with IFRS 1.D16 (b) for the first time under consideration of the IFRS effective for periods ending as of September 30, 2020. The Company’s date of transition to IFRS is October 1, 2018, for which an opening balance sheet is presented. Likewise, the Company applied the standards effective for periods ended September 30, 2020 in preparing that opening balance sheet. Exceptions or exemptions to the retrospective application of IFRS 16 “Leases” ​(IFRS 16) used under IFRS 1 are discussed with the respective accounting policy on “Leases, As a lessee, First-time Adoption” in Note 2.
Since the Company has never prepared consolidated or combined financial statements under local GAAP, no reconciliation of profit and loss and equity to IFRS has been included in these Combined Financial Statements.
2. Summary of Significant Accounting Policies
Use of Estimates and Critical Judgments
The preparation of the Combined Financial Statements requires management to make estimates, assumptions and judgments that affect the amount and recognition of the reported assets and liabilities, as well as the recognition of revenue and expenses. Even though these estimates, assumptions and judgments were made to the best of management’s knowledge, actual amounts can deviate. Such estimates include revenue
 
F-9

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
recognition, right of returns and allowance for lifetime expected credit losses and such judgments include capitalized internal-use software and determination of useful lives of property and equipment. The estimates, assumptions and judgments are reviewed on an ongoing basis. Necessary adjustments are recognized prospectively.
Foreign Currency Transactions and Translation
The financial position and results of operations for each of the entities included in the Combined Financial Statements are determined using the local currency as the functional currency. Foreign exchange differences arising from transactions and balances denominated in currencies other than the functional currency are generally recognized in profit or loss of the respective entity and reported in other financial expenses in the combined statements of comprehensive loss.
The reporting currency of the Combined Financial Statements is the Euro (EUR). The assets and liabilities of foreign operations, where the functional currency is other than the EUR, are translated using period-end exchange rates. The income and expenses of foreign operations are translated into EUR at the average of the exchange rate for each respective month during the fiscal year. Differences arising from such translations are recognized in the other comprehensive income or loss through equity. Cash flows are translated at the average exchange rate for each respective month during the year, whereas cash and cash equivalents are translated at the exchange rate of the reporting period date.
The exchange rates of the currencies of non-EUR countries used in the preparation of the Combined Financial Statements were as follows:
Average rate
per 1 EUR
Period-end rate
per 1 EUR
2020
2019
Sep 30,
2020
Sep 30,
2019
Oct 01,
2018
Danish krone
DKK 7.4614 7.4639 7.4462 7.4662 7.4564
Indian rupee
INR 82.2924 79.5474 86.2990 77.1615 83.9160
Japanese yen
JPY 120.7182 124.2167 123.7600 117.5900 131.2300
Canadian dollar
CAD 1.5063 1.4999 1.5676 1.4426 1.5064
Malaysian ringgit
MYR 4.7217 4.6770 4.8653 4.5592 4.7890
Swiss franc
CHF 1.0749 1.1226 1.0804 1.0847 1.1316
Singapore dollar
SGD 1.5495 1.5423 1.6035 1.5060 1.5839
South African rand
ZAR 18.1845 16.1668 19.7092 16.5576 16.4447
South Korean won
KRW 1,337.3398 1,300.0862 1,368.5100 1,304.8300 1,285.7500
Thai baht
THB 34.9513 35.7766 37.0790 33.3150 37.4480
US dollar
USD 1.1199 1.1290 1.1708 1.0889 1.1576
Segment information
Operating segments are defined as components of an entity for which separate financial information is available and this financial information is evaluated regularly by the chief operating decision maker for the purpose of performance assessment and resource allocation. The Company’s chief operating decision makers manage the Company on the basis of identified operating segments at the level of Europe, North America and Rest of World.
Cash and cash equivalents
Cash represents cash balances at different banks and cash at hand, legally owned by the Company. The Company considers all highly liquid short-term investments with an original maturity of three months or less
 
F-10

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
to be cash equivalents, except deposits pooled with Treasury. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents are stated at their nominal value.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.
Based on the input parameters used for valuation, the fair values have to be assigned to one of the following levels of the fair value hierarchy:

Level 1:   Quoted (unadjusted) market prices in active markets for identical assets and liabilities,

Level 2:   Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices), and

Level 3:   Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
For further information see Note 31 and the policy related to financial instruments below.
Trade receivables
Trade receivables are measured at amortized cost less allowance for lifetime expected credit losses. For further information on expected credit losses see Note 31 and the respective accounting policy on “Financial instruments, Financial assets” in this Note.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. For trade receivables that are considered credit impaired, the expected credit loss is determined individually.
Trade receivables are written off when all possible options have been exhausted and there is no reasonable expectation of recovery.
Inventories
Inventories are measured at the lower of cost or net realizable value. Cost of inventory is based on specific identification for each hearing aid. The cost of accessories are generally determined based on first-in-first-out (FIFO). Costs comprise the cost of merchandise.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of selling.
Intangible assets
Intangible assets are primarily comprised of internally developed software, accounted for in accordance with IAS 38 “Intangible Assets.
Development projects that are clearly defined and identifiable, where the technical feasibility of completion, availability of adequate resources to complete, existence of probable future economic benefits can be demonstrated, and where the Company has the intent to apply the product or process in question are capitalized as intangible assets. Other development costs are recognized as costs in the income statement as
 
F-11

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
incurred. The costs of development projects comprise all directly attributable costs including wages, salaries, external consultants, rent, materials and services and other costs. Intangible assets are measured at cost less accumulated amortization and impairment.
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Property and equipment
Property and equipment are measured at cost less accumulated depreciation and impairment, if any. Cost comprises the purchase price and costs directly attributable to bringing the asset to its location and condition necessary for its intended use. In addition, the initial estimate of the costs related to dismantling and removing the asset and restoring the site on which the asset is located are added to the cost, if relevant. Where individual components of an item of property and equipment, that is material, have different useful lives, they are accounted for as separate items, and depreciated separately.
If the expected useful life of an asset changes, the effect on depreciation is recognized prospectively as a change in accounting estimates.
Depreciation, amortization and impairment
Depreciation and amortization
Depreciation of property and equipment and amortization of intangible assets are recognized on a straight-line basis over the expected useful life of the asset, estimated as follows:
Intangible assets
Internally generated intangible assets
5 years
Licenses, software and other purchased intangible assets
5 years
Property, plant and equipment
Leasehold improvements
8 years
Operating and office equipment
4 years
Depreciation and amortization expense are reported in a separate line item in the combined statements of comprehensive loss, including the depreciation of the right-of-use assets from lease agreements.
Impairment
Intangible assets and property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If assets do not generate cash flows that are largely independent of those from other assets or groups of assets, the impairment test is performed at the level of the cash-generating unit (“CGU”) to which the asset belongs.
Recoverability of assets is measured by comparing the carrying amount of the asset or CGU with the recoverable amount, which is the higher of the asset or CGU’s value in use and its fair value less costs to sell.
If the carrying amount of an asset, or of the CGU to which the asset belongs, is higher than its recoverable amount, the carrying amount is reduced to the recoverable amount, and an impairment loss is recognized in the combined statements of comprehensive loss.
 
F-12

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
Leases
As a lessee
General policy
On the date of inception the Company recognizes a right-of-use asset and a lease liability for the present value of future lease payments. The right-of-use asset corresponds to the present value at lease inception, adjusted for the payments made before the commencement date, plus initial direct costs incurred and estimated costs to dismantle or restore the underlying asset. The Company’s leases primarily include real estate and vehicle contracts. The term of lease contracts are typically fixed periods of 6 months to 8 years, with renewal options for many of the leases.
The right-of-use asset is depreciated on a straight-line basis over the useful life of the underlying asset, adjusted by impairments. The useful life of the right-of-use asset is the shorter of the asset’s economic useful life or the lease term.
The lease liability is measured at the present value of the lease payments that are not yet paid. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. The Company applied incremental borrowing rates between 1.8% and 13.1% for the periods presented.
Leases with a useful life of less than twelve months (short-term leases) are recognized in marketing and selling expenses or general and administrative expenses, depending on the use of the asset. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. The Company did not account for any low value leases.
First-time adoption
The Company adopted IFRS 16 using the full retrospective method. However, with respect to the application of IFRS 1”First-time Adoption of International Financial Reporting Standards” hear.com elected to apply IFRS 1.D9B (a), (b) (ii), to measure right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of transition to IFRS, and measure the lease liabilities at the date of transition to IFRS at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate at the date of transition to IFRS.
Furthermore, the Company adopted the practical expedient to not apply the requirements for lease liabilities and right-of-use assets as described above to leases for which the lease term ends within 12 months of the transition to IFRS.
As a lessor
The Company offers its customers an option to lease the hearing aids. When the Company acts as a lessor it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease, if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as:

If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term,
 
F-13

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)

the lessee has the option to purchase the underlying asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable for it to be reasonably certain, at the inception date, that the option will be exercised,

the lease term is for the major part of the economic life of the underlying asset even if title is not transferred,

at the inception date, the present value of the lease payments amounts to at least substantially all of the fair value of the underlying asset, and

the underlying asset is of such a specialized nature that only the lessee can use it without major modifications.
Based on the above indicators, the Company’s leases are classified as finance leases. The Company enters into an agreement to lease the hearing aids for a 36-month period. At the commencement date of the finance lease, the Company derecognizes the inventory that it transferred to customer and recognizes revenue based on the present value of the future lease payments, which is calculated using the interest rate implicit to the lease. This amount is measured by using the simplified impairment approach in accordance with IFRS 9 “Financial Instruments” (IFRS 9). Any expected credit loss adjustments or losses resulting from unexpected defaults or other events are recognized in marketing and selling expense. Interest received as a result of finance leases are recognized as interest income over the term of the lease.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party.
The Company initially recognizes financial instruments when it becomes party to the instrument. Regular purchases and sales of financial assets are recognized on the settlement date. All financial instruments are initially measured at fair value considering transaction costs that are directly attributable to their acquisition or issue.
The Company did not enter into any hedging arrangements during the periods under consideration.
Financial assets
The financial assets include cash and cash equivalents, trade receivables, from third parties and WSA group companies, and other financial assets, the latter predominantly lease receivables.
In accordance with IFRS 9 the financial assets are subsequently measured “at amortized cost” ​(AC), “at fair value through changes in other comprehensive income” ​(FVOCI) or “at fair value with changes in fair value through profit or loss” ​(FVTPL), whereas the lease receivables are not allocated to any of the measurement categories. The classification into one of the categories depends on the Company’s business model, taking into account the risks of the financial assets and the terms of the instrument. This comprises the assessment of whether contractually agreed cash flows are solely interest and principal payments on the principal amount outstanding.
All of the Company’s financial assets are debt instruments measured at amortized cost. A financial asset is measured at amortized cost using the effective interest method if it is held within a business model whose objective is to collect the contractual cash flows and the terms of the contract result solely in interest and principal payments on the outstanding principal amount on specified dates. Changes in value are recognized through profit or loss.
The Company recognizes an allowance for expected credit losses (“ECL”), which is based on the difference between the contractual cash flows due in accordance with the contract and all cash flows that the Company
 
F-14

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
expects to receive. The general impairment methodology follows a three-stage approach based on the change in the credit quality of financial assets since initial recognition (general approach). At initial recognition, debt instruments are assumed to have a low credit risk, for which a loss allowance is recognized that results from default events that are possible within the next 12-months (Stage 1: 12-months ECL). When there has been a significant increase in credit risk, the loss allowance is measured using lifetime ECL (Stage 2). If there is objective evidence of impairment (Stage 3), the Company also accounts for lifetime ECL and recognizes an impairment. For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition. If the internal risk management and control systems do not indicate a significant increase in credit risk any earlier, the rebuttable presumption is that a significant increase in credit risk has occurred when payments are more than 90 days overdue. The Company considers the probability of defaults and continually monitors the development of the credit risk in each reporting period, considering all reasonable and supportable information and forecasts. The Company considers that there is an objective evidence of impairment if any of the following indicators are present: significant financial difficulties of the debtor, a breach of contract, granted concessions that would not otherwise be considered, probability that the debtor will enter bankruptcy or financial reorganization or default or delinquency in payments. For trade receivables the Company applies a simplified approach in calculating ECLs. Trade receivables are aggregated to determine expected credit losses based on similar risk characteristics. When applying the simplified approach, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.
Financial assets are derecognized when the rights to receive cash flows from the asset have expired, when there is no reasonable expectation of recovering the contractual cash flows, or the Company has transferred its rights to receive cash flows from the asset to a third party under a financing arrangement and the Company has transferred substantially all the risks and rewards of the asset.
Financial liabilities
The Company’s financial liabilities include trade payables, from third parties and WSA group companies, loans and borrowings from WSA group companies, lease liabilities and other financial liabilities, the latter sole from customers with credit balances.
For purposes of subsequent measurement, the Company’s financial liabilities are classified as financial liabilities at amortized cost. Financial liabilities measured at amortized cost are non-derivative financial liabilities with payments that are fixed or can be determined. Interest-bearing loans and borrowings are recognized and subsequently measured using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate calculation.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
 
F-15

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheets if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Provisions
A provision is recognized in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Current and Deferred Tax Assets and Liabilities
Current tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted in each jurisdiction by the end of the reporting period.
Deferred taxes are measured using the balance sheet liability method and comprises all temporary differences between the carrying amount and tax base of assets and liabilities. Deferred tax assets and tax liabilities are offset if the entity has a legally enforceable right to offset current tax liabilities and tax assets or intends either to settle current tax liabilities and tax assets or to realize the assets and settle the liabilities simultaneously.
The Company operates in a number of tax jurisdictions where tax legislation can be highly complex and subject to interpretation. Significant judgment and estimates are required in determining the worldwide accrual for income taxes, deferred tax assets and liabilities and uncertain tax positions.
Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. This judgment is made annually and based on budgets and business plans, including planned commercial initiatives, for the coming five years unless a longer period in certain situations (e.g., for start-up businesses) is warranted. Currently, a longer period than five years has not been applied in any of the jurisdictions in which the Company operates.
In the course of conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Management judgment is applied to assess the possible outcome of such disputes. The “most probable outcome” method is used when determining whether to recognize any amounts related to such uncertain tax position. If it is probable that a tax adjustment will be required, the amount of such adjustment is measured at the most likely amount or the expected value, whichever method better predicts the resolution of the uncertain tax position.
Revenue Recognition
The Company’s revenue is primarily derived from the sale and finance lease of hearing aids directly to the end customer.
Both revenue streams qualify as contracts with customers. The revenue from the sale of hearing aids is within the scope of IFRS 15 “Revenue from Contracts with Customers” (IFRS 15) and hearing aids subject to a finance lease are within the scope of IFRS 16.
Finance lease of hearing aids
Revenue is recognized for the finance lease of hearing aids at the point in time in which control of the hearing aid is transferred to the customer (i.e., when the hearing aid has been fitted to the customer). Fittings
 
F-16

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
are performed by hearing care professional in the Company’s partner provider network either physically at their clinics or electronically through the Company’s teleaudiology platform. Refer to “Leases, As Lessor” for further information.
Sale of hearing aids
Revenue is recognized for the sale of hearing aids at the point in time in which control is transferred to the customer (i.e., when the hearing aids have been fitted to the customer). Fittings may be performed by a hearing care professional in the Company’s partner provider network either physically at their clinics or electronically through the Company’s teleaudiology platform. Revenue is measured at the fair value of the consideration received or receivable net of discounts, value added tax and other duties.
The Company considers whether there are other commitments in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. The Company assesses all promised goods and services and identifies performance obligations at contract inception. Contracts with customers include a single performance obligation, which is the sale of hearing aids and accessories.
In addition to the leasing option described above, the Company also offers customers an option to purchase hearing aids with 36-month installment payments. While the Company also offers installment payment terms to its customers, these arrangements are not considered to be leases. Different from leases, installment arrangements constitute a transfer of hearing aids to customers who obtain control of the asset. For these sales contracts, a discount rate reflective of market interest rate at contract inception is used. After contract inception, the Company does not update the discount rate for changes in interest rates or other circumstances. Interest received as a result of financing are presented in interest income, separate from revenue from contracts with customers, in the statement of comprehensive loss. Any expected credit loss adjustments or losses resulting from unexpected defaults or other events are recognized in marketing and selling expense.
Other contracts the Company offers within the scope of IFRS 15 do not contain a significant financing component included in payment terms. Payments are typically due within 14 to 30 days from the invoice date.
The hearing aids are sold with a right of return; therefore, a refund liability is recognized in other current liabilities with a corresponding adjustment to revenue for those products expected to be returned. In such cases, the expected returns are estimated based on an analysis of historical experience adjusted for any known factors impacting expectations for future return rates. To the extent that the Company will be able to recover the cost of returned products, when the customers exercise their right to return, a separate right to returned products is recognized in other current assets and a corresponding reduction in cost of revenue.
In some locations the customer has up to a 90 days trial period, depending on the country, before purchasing the hearing aids. In these circumstances, the Company does not recognize revenue until the customer formally accepts the hearing aids. No return period is granted for these sales. In the remaining locations the customer has a 30-45-day return period. In these locations estimates of the number of returns of products under customers’ right of return are based on the right of return policies and practices, accumulated historical experience, sales trends and the timing of returns from the original transaction date when applicable. Where new products are sold or products are sold to new markets, for which sufficient historical experience does not exist, refund liability and revenue to be recognized are based on estimated demand and acceptance rate for well-established products with similar market characteristics.
Marketing and Selling Expenses
Marketing and selling expenses consist of marketing and advertising expenses for customer acquisition and retention as well as personnel costs including salaries, benefits, bonuses and sales commissions for marketing and sales employees. Furthermore, the non-interest portion of financing costs and payment
 
F-17

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
processing costs are included. Also included are third party services and contractors, as well as allocated overhead and costs incurred to provide training to partner providers.
General and Administrative Expenses
General and administrative expenses consist primarily of employee related expenses, including salaries, benefits, and bonuses for the Company’s executives, technology infrastructure, finance, human resources and legal department, as well as cost related to infrastructure such as office management and business development costs. For allocations from the parent see Note 24.
Income Tax Expense
Generally, income tax expense comprises current tax as well as changes in deferred tax assets and liabilities through profit or loss. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive loss or directly in equity. For the periods presented no deferred taxes have been reported through profit or loss or equity. For further information see Notes 10 and 19.
Other than Hear.com, LLC (USA), all legal entities are separate tax-paying entities for which taxes were reported on a standalone basis. Hear.com LLC was historically a member of a tax paying group; however, for purposes of these combined statements, income taxes have been determined on a standalone basis, as if Hear.com LLC was a separate tax-paying entity. Additionally, standalone tax adjustments were reflected for corporate cost allocations.
New and revised standards issued, but not yet effective
IASB has issued new or amended accounting standards and interpretations that have not yet become effective and have consequently not been implemented in the Combined Financial Statements. The Company expects to adopt the accounting standards and interpretations when they become effective.
Management does not expect that the adoption of these standards will have a material impact on future combined or the consolidated financial statements of the hear.com Group going forward.
Amendments to IFRS 3 Business Combinations (effective January 1, 2020)
The amendments help entities determine whether an acquired set of activities are a business or not. The amendments clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test.
Amendments to IFRS 7 Financial Instrument—Disclosures (effective January 1, 2021)
Interest Rate Benchmark Reform, which are amendments to IFRS 9 “Financial Instruments”, IAS 39 “Financial Instruments: Recognition and Measurement”, and IFRS 7 “Financial Instruments—Disclosures”, addresses issues that might affect financial reporting during the reform of an interest rate benchmark, including its replacement with an alternative benchmark rates.
Amendments to IAS 16 Property, Plant and Equipment (effective January 1, 2022)
These amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss.
 
F-18

 
Notes to the Combined Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (effective January 1, 2022)
The amendments specify the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to a contract can either be incremental or an allocation of other costs that relate directly to fulfilling contracts.
Amendments to IAS 1 Presentation of Financial Statements (effective January 1, 2023)
These amendments affect only the presentation of liabilities in the balance sheet and not the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items.
Notes to the Combined Statements of Comprehensive Loss
The combined statements of comprehensive loss are prepared applying the cost by functions method, in that operating expenses by nature are assigned to the functions following the functional area of the corresponding profit and cost centres, whereas depreciation and amortization are reported as a separate line item.
3. Revenue
(in thousands of EUR)
2020
2019
Revenue from sales
146,169 117,867
Revenue from finance leases
4,921 1,801
151,090 119,668
For further information on revenue see Note 28.
4. Cost of revenue, excluding depreciation and amortization
(in thousands of EUR)
2020
2019
Fitting fees
(35,845) (27,644)
Cost of materials
(35,149) (29,921)
Freight
(1,323) (785)
Personnel expenses
(614) (493)
Other
(496) (234)
(73,427) (59,077)
Cost of revenue, excluding depreciation and amortization excludes depreciation on property and equipment of kEUR 18 (2019: kEUR 28).
Contract processing cost and cost of materials arises primarily from hearing aids and fitting costs. Fitting costs represent the fees which the Company pays its partner providers for the services rendered, including consultations provided to the customers and the fitting of hearing aids.
 
F-19

 
Notes to the Combined Financial Statements (Continued)
5. Marketing and selling expenses
(in thousands of EUR)
2020
2019
Personnel expenses
(42,730) (32,565)
Advertising
(21,081) (17,160)
Loss allowances on trade and lease receivables
(5,385) (3,178)
Information processing and telecommunication
(1,636) (1,200)
Purchase of demo units
(1,403) (841)
Travel expenses
(1,264) (1,876)
Collection fees
(1,221) (1,350)
Other
(4,145) (4,756)
(78,865) (62,926)
Other expenses include rent and lease expenses, non-interest portion of financing costs and costs incurred to provide training to the partner providers.
6. General and administrative expenses
(in thousands of EUR)
2020
2019
Personnel expenses
(4,117) (3,607)
Information processing and telecommunication
(4,090) (2,307)
Other
(1,889) (1,073)
(10,096) (6,987)
7. Depreciation and amortization
Depreciation and amortization relate to property and equipment, intangible assets and right-of-use assets as follows:
(in thousands of EUR)
2020
2019
Intangible assets
(2,835) (1,882)
Property and equipment
(1,134) (542)
Right-of-use assets
(1,547) (1,102)
(5,516) (3,526)
8. Other operating income, net
In both fiscal years, other operating income, net predominantly resulted from compensation received concerning the downtime of purchased software services.
 
F-20

 
Notes to the Combined Financial Statements (Continued)
9. Interest income, interest expenses and other financial income (expenses), net
Interest income is mainly composed of interest income from leasing and financing arrangements.
Interest expense has been incurred with respect to the following:
(in thousands of EUR)
2020
2019
Cash pool clearing accounts
(4,638) (3,534)
Financing agreements
(1,653) (757)
Loans from WS Audiology group companies
(612) (583)
Leases
(250) (194)
(7,153) (5,068)
For further information on interest expense on borrowings under shareholder loans from WS Audiology group companies and the cash pool clearing accounts see Note 27.
Other financial income (expenses), net, solely consist of foreign currency translation gains and losses, predominantly resulting from intercompany transactions and transactions with Treasury.
10. Income tax expense
Income tax expense consist of current taxes only, in the amount of kEUR 130 (2019: kEUR 41). No income taxes have been recognized directly through equity.
Income tax expenses differ from the amounts computed by applying the combined statutory German income tax rate of 30.175% as follows:
(in thousands of EUR)
2020
2019
Expected income tax benefit
6,935 5,237
Increase (decrease) resulting from:
Non-deductible losses and expenses
(382) (317)
Reassessment of recoverability of deferred tax assets and utilization of tax loss carryforwards
(78) (2,543)
Transfer of tax losses to parent
(6,974) (1,880)
Foreign tax rate differential
(544) (478)
Other, net
913 (60)
Income tax expense
(130) (41)
Notes to the Combined Balance Sheets
The combined balance sheets were prepared in accordance with IAS 1. Assets that are realized within the next twelve months and liabilities that are due within one year are generally reported as current.
11. Cash and cash equivalents
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Oct 01, 2018
Cash on hand
8 15 5
Cash in banks
4,113 915 1,017
4,121 930 1,022
 
F-21

 
Notes to the Combined Financial Statements (Continued)
11. Cash and cash equivalents (Continued)
Cash and cash equivalents include restricted cash balances of kEUR 3,817 (September 30, 2019: kEUR 470; October 1, 2018: kEUR 200) with transfer restrictions to Germany. There were no cash equivalents for the periods presented.
12. Trade receivables, net
The total amount of short-term and long-term trade receivables, excluding trade accounts from WSA Audiology group companies, is as follows:
Sep 30, 2020
Sep 30, 2019
Oct 1, 2018
of which
of which
of which
(in thousands of EUR)
Total
non-
current
current
Total
non-
current
current
Total
non-
current
current
Trade receivables, gross
47,503 10,910 36,593 32,882 4,032 28,850 21,040 318 20,722
Loss allowance on trade
receivables
(8,305) (2,089) (6,216) (4,333) (577) (3,756) (1,696) (94) (1,602)
39,198 8,821 30,377 28,549 3,455 25,094 19,344 224 19,120
For further information on the lifetime expected credit losses see Note 31 “Credit risk, Trade receivables and finance lease receivables”.
In the United States and Germany the Company has entered into non-recourse financing agreements. The Company derecognizes its trade receivables once the entire risk associated with the receivables are transferred to the financing partner. The discount the financing partner retains for the financed receivables is recognized in interest expense.
13. Other financial assets
Other short-term and long-term financial assets mainly arise from finance lease receivables as well as receivables from employees and security deposits provided to suppliers.
Sep 30, 2020
Sep 30, 2019
Oct 1, 2018
of which
of which
of which
(in thousands of EUR)
Total
non-
current
current
Total
non-
current
current
Total
non-
current
current
Finance lease receivables
3,931 1,851 2,080 1,845 1,151 694
Other financial assets
856 314 542 680 345 335 861 350 511
4,787 2,165 2,622 2,525 1,496 1,029 861 350 511
Less loss allowance for Finance lease receivables
(1,583) (733) (850) (667) (416) (251)
3,204 1,432 1,772 1,858 1,080 778 861 350 511
For further information on the lifetime expected credit losses see Note 31 “Credit risk, Trade receivables and finance lease receivables”.
 
F-22

 
Notes to the Combined Financial Statements (Continued)
13. Other financial assets (Continued)
The following table reflects finance lease receivables as of September 30, 2020 and 2019:
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Year 1
2,080 694
Year 2
1,766 636
Year 3
85 515
Finance lease receivables
3,931 1,845
As of September 30, 2020 and 2019, the contractual undiscounted cash flows related to finance leases were as follows:
September 30, 2020
(in thousands of EUR)
Future
minimum
lease
payments
receivable
interest
income
Present value
of minimum
lease
payments
receivable
Less than one year
2,426 346 2,080
Between one and five years
1,958 107 1,851
Net investment in finance leases
4,384 453 3,931
September 30, 2019
(in thousands of EUR)
Future
minimum
lease
payments
receivable
interest
income
Present value
of minimum
lease
payments
receivable
Less than one year
843 149 694
Between one and three years
1,261 110 1,151
Net investment in finance leases
2,104 259 1,845
For the fiscal years ended September 30, 2020 and 2019, selling profit on finance leases was kEUR 2,979 and kEUR 1,084, respectively.
14. Inventories, net
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Oct 01, 2018
Purchased goods for resale
11,100 8,263 8,497
Valuation allowances
(344) (236) (208)
10,756 8,027 8,289
No inventories were pledged as security for liabilities.
Inventories recognized as an expense in cost of revenue during the fiscal year ended September 30, 2020 amounted to kEUR 33,968 (2019: kEUR 29,662).
 
F-23

 
Notes to the Combined Financial Statements (Continued)
14. Inventories, net (Continued)
The movement of the valuation allowances is as follows:
(in thousands of EUR)
2020
2019
Valuation allowance as of the start of the fiscal year
(236) (208)
Increase in allowance
(108) (71)
Reversal of allowance
43
Valuation allowance as of the fiscal year end
(344) (236)
The allowances to adjust for a lower net realizable value reflect the risk of technical obsolescence due timing and excess quantities.
15. Other assets
Right to return goods constitute the Company’s estimated right to receive returned goods from customers in case of returns, less any expected cost to recover and expected reduction in value. Prepaid expenses mainly include prepayments for maintenance services.
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Oct 01, 2018
Right to returned goods
1,731 1,231 398
Prepaid expenses
557 876 643
Miscellaneous tax receivables
476 312 619
Other
272 161 184
3,036 2,580 1,844
16. Intangible assets, net
Intangible assets are as follows:
(in thousands of EUR)
Internally
generated
intangible
assets
Licences,
software
and other
purchased
intangible
assets
Total
Gross carrying amount as at Oct 1, 2018
8,283 1,327 9,610
Additions
4,257 299 4,556
Currency differences
20 22 42
Gross carrying amount as at Sep 30, 2019
12,560 1,648 14,208
Accumulated amortization as at Oct 1, 2018
(3,302) (1,127) (4,429)
Amortization of the year
(1,786) (96) (1,882)
Currency differences
(2) (20) (22)
Accumulated amortization as at Sep 30, 2019
(5,090) (1,243) (6,333)
Net carrying amount as at Sep 30, 2019
7,470 405 7,875
 
F-24

 
Notes to the Combined Financial Statements (Continued)
16. Intangible assets, net (Continued)
(in thousands of EUR)
Internally
generated
intangible
assets
Licences,
software
and other
purchased
intangible
assets
Total
Gross carrying amount as at Sep 30, 2019
12,560 1,648 14,208
Additions
7,513 80 7,593
Disposals
(2,183) (48) (2,231)
Currency differences
(68) (28) (96)
Gross carrying amount as at Sep 30, 2020
17,822 1,652 19,474
Accumulated amortization as at Sep 30, 2019
(5,090) (1,243) (6,333)
Amortization of the year
(2,706) (129) (2,835)
Disposals
2,183 48 2,231
Currency differences
10 26 36
Accumulated amortization as at Sep 30, 2020
(5,603) (1,298) (6,901)
Net carrying amount as at Sep 30, 2020
12,219 354 12,573
Internally generated intangible assets mainly consist of capitalized direct costs of material and services, and employee-related expenses in connection with the development, enhancements and upgrade of internally developed software and similar applications. These include, amongst others, the customization of the Company’s customer relationship management platform, the development and customization of the enterprise resource planning system, the development of the Company’s business-to-consumer hear.com consumer app, which allows customers to send text messages to a live hearing aid expert, and the development of teleaudiology services, which enables customers to perform their fitting at home using a tablet to connect to a hearing care professional.
Other intangible assets consist of patents, trademarks, brands, and similar rights.
There were no impairment losses recognized on intangible assets for the periods presented. As of September 30, 2020 and 2019, there were no intangible assets pledged as security.
17. Property and equipment, net
Property and equipment is as follows:
(in thousands of EUR)
Leasehold
improvements
Operating
and office
equipment
Total
Gross carrying amount as at Oct 1, 2018
35 2,591 2,626
Additions
374 374
Disposals
(5) (5)
Currency differences
57 57
Gross carrying amount as at Sep 30, 2019
35 3,017 3,052
Accumulated depreciation as at Oct 1, 2018
(5) (1,007) (1,012)
Depreciation of the year
(4) (538) (542)
Disposals
255 255
Currency differences
(28) (28)
Accumulated depreciation as at Sep 30, 2019
(9) (1,318) (1,327)
Net carrying amount as at Sep 30, 2019
26 1,699 1,725
 
F-25

 
Notes to the Combined Financial Statements (Continued)
17. Property and equipment, net (Continued)
(in thousands of EUR)
Leasehold
improvements
Operating
and office
equipment
Total
Gross carrying amount as at Sep 30, 2019
35 3,017 3,052
Additions
3,940 3,940
Disposals
(149) (149)
Currency differences
(247) (247)
Gross carrying amount as at Sep 30, 2020
35 6,561 6,596
Accumulated depreciation as at Sep 30, 2019
(9) (1,318) (1,327)
Depreciation of the year
(4) (1,130) (1,134)
Disposals
6 6
Currency differences
73 73
Accumulated depreciation as at Sep 30, 2020
(13) (2,369) (2,382)
Net carrying amount as at Sep 30, 2020
22 4,192 4,214
Operating and other equipment mainly consist of furniture, office equipment, and digital appliances such as computers, tablets, and smartphones.
There were no impairment losses recognized on property and equipment for the periods presented. As of September 30, 2020 and 2019, no property and equipment were pledged as security.
18. Right-of-use assets, net
The right-of-use assets relevant to the Company’s lease agreements are as follows:
(in thousands of EUR)
Buildings
Vehicles
Total
Gross carrying amount as at Oct 1, 2018
4,800 102 4,902
Additions
1,016 349 1,365
Currency differences
64 6 70
Gross carrying amount as at Sep 30, 2019
5,880 457 6,337
Accumulated depreciation as at Oct 1, 2018
Depreciation of the year
(1,001) (101) (1,102)
Currency differences
(13) (1) (14)
Accumulated depreciation as at Sep 30, 2019
(1,014) (102) (1,116)
Net carrying amount as at Sep 30, 2019
4,866 355 5,221
 
F-26

 
Notes to the Combined Financial Statements (Continued)
18. Right-of-use assets, net (Continued)
(in thousands of EUR)
Buildings
Vehicles
Total
Gross carrying amount as at Sep 30, 2019
5,880 457 6,337
Additions
2,406 82 2,488
Currency differences
(227) 1 (226)
Gross carrying amount as at Sep 30, 2020
8,059 540 8,599
Accumulated depreciation as at Sep 30, 2019
(1,014) (102) (1,116)
Depreciation of the year
(1,368) (178) (1,546)
Currency differences
60 0 60
Accumulated depreciation as at Sep 30, 2020
(2,322) (280) (2,602)
Net carrying amount as at Sep 30, 2020
5,737 260 5,997
Expenses relating to short-term leases totalled to kEUR 171 (2019: kEUR 187).
19. Deferred taxes
The deferred tax assets and liabilities (before netting) result from temporary differences and tax loss carryforwards as follows:
Sep 30, 2020
Sep 30, 2019
Deferred tax
Deferred tax
(in thousands of EUR)
Assets
Liabilities
Assets
Liabilities
Trade receivables, net
190 (17) 1,473
Inventories, net
(771)
Other current assets
0 (131)
Intangible assets, net
(3,005) (1,913)
Property and equipment
29 (581) 0 (82)
Right-of-use assets, net
(1,628) (1,494)
Other financial assets
23 94 (202)
Trade payables
236 (10) 50 (487)
Lease liabilities
1,688 1,515
Other liabilities
385 (292) 458 (65)
Temporary differences
2,551 (5,533) 3,591 (5,145)
Tax loss carry-forwards
2,983 1,555
Netting
(5,533) 5,533 (5,145) 5,145
Deferred taxes after netting
0 0 0 0
Of the deferred tax assets kEUR 1,198 (September 30, 2019: kEUR 2,417) are current and kEUR 1,353 (September 30, 2019: kEUR 1,173) are non-current. Of the deferred tax liabilities kEUR 27 (September 30, 2019: kEUR 1,455) are current and kEUR 5,506 (September 30, 2019: kEUR 3,691) are non-current.
As of September 30, 2020, the hear.com Group entities had corporate income tax loss carryforwards of kEUR 54,598 (September 30, 2019: kEUR 42,110) including municipal tax loss carryforwards of kEUR 37,742 (September 30, 2019: kEUR 29,357). Deferred tax assets on tax loss carryforwards of kEUR 2,983 have been recognized (September 30, 2019: kEUR 1,555). An amount of kEUR 12,496 (September 30, 2019: kEUR 10,344) has not been recognized as deferred tax assets on tax loss carryforwards
 
F-27

 
Notes to the Combined Financial Statements (Continued)
19. Deferred taxes (Continued)
due to uncertainty of utilization. Furthermore, deferred tax assets on temporary differences in the amount of kEUR 1,863 were not recognized (September 30, 2019: kEUR 5,163). The nominal expiry dates of the loss carryforwards for which deferred tax assets have not been recognized are as follows:
(in thousands of EUR)
Sep 30,
2020
Sep 30,
2019
Forfeiture next year
Forfeiture within 2 to 5 years
3,238 1,297
Forfeiture after 5 years
8,149 7,147
Non-forfeitable
43,210 33,667
54,598 42,110
Of the loss carryforwards that would expire later than 5 years after September 30, 2020, an amount of kEUR 2,115 is expected to be forfeited due to the contemplated legal reorganization expected to occur in fiscal year 2021.
20. Trade payables
As of September 30, 2020, trade payables, excluding trade accounts payable to WSA Audiology group companies, totalled kEUR 21,130 (September 30, 2019: kEUR 15,146; October 1, 2018: kEUR 9,665). All amounts are due within one year.
21. Provisions
Provisions mainly arise from asset retirement obligations and employee-related provisions.
22. Other liabilities
The short-term and long-term other liabilities are as follows:
Sep 30, 2020
Sep 30, 2019
Oct 1, 2018
of which
of which
of which
(in thousands of EUR)
Total
non-
current
current
Total
non-
current
current
Total
non-
current
current
Refund liabilities
5,199 5,199 4,079 4,079 2,051 2,051
Payroll and social security charges
1,542 1,542 828 828 249 249
Employee participation program
1,247 1,247 959 959 422 422
Bonus obligations
1,474 1,474 840 840 479 479
Sales tax and other tax liabilities
772 772 297 297 111 111
Accrued vacation payments
390 390 386 386 215 215
Other liabilities
633 633 641 641 986 986
11,257 1,247 10,010 8,029 959 7,070 4,512 422 4,090
During the reporting period post-employment benefits provided by the Company are organized through statutory defined contribution plans. The monthly payment obligation is included in the liability for payroll and social security charges. The amount recognized as an expense for defined contribution plans was kEUR 7,721 (2019: kEUR 5,379).
By investing a certain amount of their salary into the employee participation program, employees and management of the Company are able to benefit from the development of the hear.com business. After a
 
F-28

 
Notes to the Combined Financial Statements (Continued)
22. Other liabilities (Continued)
vesting period of two years, participants are entitled to receive a performance-based cash payment if they exercise their right to sell the investment. The payment is determined by multiples based on earnings before interest, taxes, depreciation and amortization (EBITDA) and revenue of the past fiscal year. The value of a portfolio is limited to the invested amount at the lower end, and to a multiple of 10 times the invested amount at the upper end. The valuation of the liability is based on the actual investments and the estimated EBITDA and revenue for a three years period. The total estimated amount is presented as long-term liability. Management does not expect significant portions to be paid out within the next fiscal year. Historical forfeitures of investments have been insignificant.
Other liabilities arise mainly from accruals for hearing care professional commissions and consulting and audit fees accruals.
23. Financial instruments
The following table shows the carrying amounts of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying Amount
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Oct 01, 2018
Financial Assets
At amortized costs (AC)
Trade receivables
39,198 28,549 19,344
Receivables from WS Audiology group companies
5 61 29
Other financial assets
856 680 861
Cash and cash equivalents
4,121 930 1,022
44,180 30,220 21,256
Financial Liabilities
At amortized costs (AC)
Liabilities from WS Audiology group companies
134,434 99,173 75,328
Trade payables
21,130 15,146 9,665
155,564 114,319 84,993
Lease receivables of kEUR 3,931 (September 30, 2019: kEUR 1,845) and lease liabilities of kEUR 6,320 (September 30, 2019: kEUR 5,336) are not allocated to any of the measurement categories under IFRS 9 and are therefore not included in the table above.
The fair values of cash and cash equivalents, trade receivables and receivables from WS audiology group companies, other financial assets, trade payables and other financial liabilities are approximately equal to their carrying amount due to the short-term maturities of these instruments. The fair values of the liabilities to WS audiology group companies are approximately equal to their carrying amount due to the short-term maturities of the trade accounts included and the market-based interest rates applied for the mid-term loans and cash pool clearing accounts, respectively.
 
F-29

 
Notes to the Combined Financial Statements (Continued)
23. Financial instruments (Continued)
Net gains on financial instruments are as follows:
(in thousands of EUR)
Sep 30, 2020
Category in
accordance
with IFRS 9
2020
Operating
expense, net
Interest
income
Interest
expense
Total
Financial assets
Finance lease receivables
n/a (1,017) 338 (679)
of which loss allowance
(1,017) (1,017)
Trade receivables
AC (4,368) 775 (1,653) (5,246)
of which loss allowance
(4,368) (4,368)
Lease liabilities
n/a (250) (250)
Other financial liabilities
AC (5,250) (5,250)
(in thousands of EUR)
Sep 30, 2019
Category in
accordance
with IFRS 9
2019
Operating
expense, net
Interest
income
Interest
expense
Total
Financial assets
Finance lease receivables
n/a (660) 25 (635)
of which loss allowance
(660) (660)
Trade receivables
AC (2,518) 180 (757) (3,095)
of which loss allowance
(2,518) (2,518)
Other financial assets
AC 409 409
of which write-off
409 409
Lease liabilities
n/a (194) (194)
Other financial liabilities
AC (4,117) (4,117)
For more information on loss allowances see Note 31.
Notes to the Combined Statements of changes in Equity
24. Net assets attributable to WS Audiology
The changes in “Equity attributable to WS Audiology” result from “Other transactions with shareholders” in the amount of kEUR 121 (2019: kEUR 121), which relate to the allocation of corporate costs, net of tax, and are deemed to be immediately settled through equity and treated as contribution by shareholder.
Notes to the Combined Statements of Cash Flows
25. Statements of Cash flows
The combined statements of cash flows present cash flows provided by and used in operating, investing and financing activities as well as cash and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the net loss for the period adjusted for non-cash operating items, changes in net working capital and income taxes paid.
Cash flows from financing activities include contributions as “Other transactions with shareholders”, with the respective expenses deemed to be cash used in operating activities. For further information see Note 24.
 
F-30

 
Notes to the Combined Financial Statements (Continued)
26. Reconciliation of financial liabilities to cash flows arising from financing activities
(in thousands of EUR)
Cash pool
clearing, net
Loans from
WS Audiology
group
companies
Lease
Liabilities
Balance as of Oct 1, 2018
67,411 7,766 4,902
Changes from financing cash flows
Proceeds from loans and borrowings
19,922 732
Interest paid
(3,534) (583)
Principal elements of lease payments
(1,182)
16,388 149 (1,182)
Inception of new leases
1,363
Currency translation differences
2,155 323 59
Interest expense
3,534 583 194
Balance as of Sep 30, 2019
89,488 8,821 5,336
(in thousands of EUR)
Cash pool
clearing, net
Loans from
WS Audiology
group
companies
Lease
Liabilities
Balance as of Oct 1, 2019
89,488 8,821 5,336
Changes from financing cash flows
Proceeds from loans and borrowings
37,074 2,610
Interest paid
(4,638) (612)
Principal elements of lease payments
(1,597)
32,436 1,998 (1,597)
Inception of new leases
2,506
Currency translation differences
(4,249) (580) (175)
Interest expense
4,638 612 250
Balance as of Sep 30, 2020
122,313 10,851 6,320
Other Disclosures
27. Related party transactions
Transactions and outstanding balances with related parties exist between the hear.com entities included in the Combined Financial Statements and the companies of the remaining WS Audiology group. Furthermore, the remuneration of the members of the hear.com key management personnel constitute related party transactions in accordance with IAS 24.
WS Audiology group
The Company enters into transactions with Sivantos, Inc. and Sivantos Pte Ltd, parent companies of hear.com, and other WS Audiology group companies predominantly for the purchase of hearing aids and the participation in the in-house banking system.
 
F-31

 
Notes to the Combined Financial Statements (Continued)
27. Related party transactions (Continued)
Outstanding balances with WS Audiology group companies
Sivantos, Inc.
Sivantos Pte Ltd
Other WS Audiology
group companies
Total
Sep-30
Oct 1
Sep-30
Oct 1
Sep-30
Oct 1
Sep-30
Oct 1
(in thousands of EUR)
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
Total assets
Trade receivables
5 1 5 1
Cash pool clearing
60 29 60 29
60 29 5 1 5 61 29
Total liabilities
Trade payables
1,270 804 122 1,270 804 122
Cash pool clearing
54,760 33,487 18,243 67,553 56,061 49,197 122,313 89,548 67,440
Loans
9,576 7,395 6,455 1,275 1,426 1,311 10,851 8,821 7,766
54,760 33,487 18,243 77,129 63,456 55,652 2,545 2,230 1,433 134,434 99,173 75,328
All related party trade accounts receivable and trade accounts payable are regularly settled through cash pool clearing accounts based on the cash pooling agreements within the in-house banking system. For further information see Note 1.
The Company nets short-term receivables and payables with Treasury from cash pool clearing accounts if the right of offset exists.
The details of loans from group companies are as follows:
(in thousands of EUR)
Interest rate
in % p.a.
Carrying amounts including
accrued interest
Sep 30,
2020
Sep 30,
2019
Audibene GmbH
from Sivantos Pte. Ltd.
4.0–4.1
794 762
Hear.com Korea Limited
from Sivantos Pte. Ltd.
6.0–7.0
1,308 1,321
from Sivantos Pte. Ltd.
4.6–6.2
2,873 633
from Sivantos Pte. Ltd.
6.0–7.1
640 648
Audiocare Hearing Experts Malaysia Sdn Bhd
from Sivantos Pte. Ltd.
7.2–7.8
3,962 4,031
Soundrise Hearing Solutions Private Limited
from Sivantos India Pvt. Ltd
9.0
579 648
from Sivantos India Pvt. Ltd
9.0
695 778
10,851 8,821
Loans from India have contractual terms until 2023 and 2022, respectively. The other loans from WSA group companies are generally agreed for periods of one year with an option for automatic renewal.
Interest rates are determined based on country-specific market interest rates (e.g., EURIBOR, LIBOR, government bond yield, etc.), plus a corporate margin.
 
F-32

 
Notes to the Combined Financial Statements (Continued)
27. Related party transactions (Continued)
Equity transactions with WS Audiology group companies
Transactions between hear.com and the remaining WS Audiology group companies directly impacting equity, either cash or non-cash, are reported as “Other transactions with shareholders” in the Combined Statement of Changes in Equity. For further information see Note 24.
Income and expense resulting from transactions with WS Audiology group companies
Sivantos, Inc.
Sivantos Pte Ltd
Other WS
Audiology group
companies
Total
(in thousands of EUR)
2020
2019
2020
2019
2020
2019
2020
2019
Revenue and other income
Revenue
0 1 0 1
Other operating income
57 57
0 58 0 58
Operating expenses
Cost of revenue
(8,300) (5,769) (200) (249) (17,929) (14,815) (26,429) (20,833)
Marketing and selling
(118) (118)
General and administrative
(173) (173) (820) (368) (993) (541)
(8,300) (5,769) (374) (422) (18,748) (15,300) (27,422) (21,492)
Interest expense
(2,390) (1,634) (2,737) (2,357) (123) (126) (5,250) (4,117)
General and administrative expenses include the corporate cost allocation as discussed in Notes 2 and 24. Of the interest expenses kEUR 4,638 (2019: kEUR 3,534) resulted from cash pool clearing accounts and kEUR 612 (2019: kEUR 583) resulted from loans with WS Audiology group companies. Interest on cash pool clearing accounts is based on country-specific market interest rates, plus a margin.
Key management personnel
The Company’s key management is defined as those persons, who are responsible for the Company’s worldwide operations based on their executive function within hear.com as managing directors.
Remuneration
The respective short-term employee benefits in the amount of kEUR 307 (2019: kEUR 316) are included in the Combined Financial Statements. No additional allocation of personnel expenses, with respect to the WS Audiology group management or any oversight boards have been included based on the relatively standalone and complete nature of the management team.
28. Segment information
Operating segments of the Company need to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”) as required by IFRS 8 “Operating Segments”.
The Company’s CODM allocates resources to the operating segments, assesses their financial performance and position and makes strategic decisions. The Company’s CODM consists of the Company’s co-founders and managing directors that also function as co-chief executive officers. The CODM reviews financial performance based on geographical information; therefore, the Company identified the following
 
F-33

 
Notes to the Combined Financial Statements (Continued)
28. Segment information (Continued)
three operating segments also representing the Company’s reportable segments:

Europe

North America

Rest of the World (“RoW”)
The measures used to report to the CODM for assessing the operating segments’ performance are revenues and earnings before interest, tax, depreciation, and amortization (“EBITDA”).
Europe
North America
RoW
Total
(in thousands of EUR)
2020
2019
2020
2019
2020
2019
2020
2019
Revenue
71,874 61,172 57,749 47,169 21,467 11,327 151,090 119,668
EBITDA
(366) 2,189 (12,186) (12,341) 1,556 1,028 (10,997) (9,124)
EBITDA Margin
-0.5% 3.6% -21.1% -26.2% 7.2% 9.1% -7.3% -7.6%
Revenues by domicile of the customers are as follows:
(in thousands of EUR)
2020
2019
Germany
59,677 49,845
United States
54,283 44,162
South Korea
16,814 6,494
All other countries
20,316 19,167
151,090 119,668
No individual customer accounts for 10% or more of the total revenue.
Total non-current assets, other than financial instruments, by location are as follows:
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Germany
14,032 11,372
United States
6,100 1,914
All other countries
2,652 1,535
22,784 14,821
The following table reconciles EBITDA as presented in the segment information to the Net loss as presented in the Combined Statements of Comprehensive Loss:
(in thousands of EUR)
2020
2019
EBITDA
(10,997) (9,124)
Depreciation and amortization
(5,516) (3,526)
Income tax expense
(130) (41)
Interest income
1,124 205
Interest expense
(7,153) (5,068)
Other financial income (expense), net
(439) 156
Net loss
(23,111) (17,398)
 
F-34

 
Notes to the Combined Financial Statements (Continued)
29. Commitments and contingencies
Litigation
From time to time, and in the business’s ordinary course, the Company may be subject to various claims, charges, and litigation. As of September 30, 2020 and 2019, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations, or cash flows.
Guarantees
No contingent liabilities and guarantees existed during the fiscal years 2020 and 2019.
30. Capital management
The Company is embedded into the capital management system of the WS Audiology group and the Company’s capital management strategy was derived from the WS Audiology group strategy. Capital management for the Company includes the consideration of legal requirements relating to equity and liquidity requirements, focusing on working capital management and reduction of existing net debt. Hence, the Company monitors capital by monitoring the net working capital, investing activities and liquidity status.
The capital structure of the Company consists of net debt (short-term and long-term borrowings disclosed in Note 26 and lease liabilities, after deducting cash and cash equivalents) and total equity (comprising the net assets attributable to WS Audiology and the currency translation differences).
Loans from external banks are not material and therefore are not considered within the capital structure for the Company. Further, none of the hear.com Group companies is subject to externally imposed capital requirements.
There were no changes in the Company’s approach to capital management during the fiscal years under consideration. The negative equity position was maintained in the scaling up phase of the operations, as the Company is still investing in its expansion and heading towards profitability.
31. Financial risk management
The Company is exposed to several financial risks arising from its operating, investing and financial activities, including market risk (price risks, currency risk and interest rate risk), liquidity risk and credit risk.
Liquidity risks
Liquidity risk results from the Company’s potential inability to meet its financial liabilities, in particular paying its suppliers and servicing its interest-bearing liabilities. As the Company participates in the in-house banking system within Sivantos, financing with banks is only undertaken to a very limited extent and cash is pooled centrally with Treasury for an efficient cash management and treasury process.
In addition to having implemented effective working capital and cash management, the Company has implemented short-term and medium term-liquidity forecasts. The Company monitors the expected cash outflows on trade and other payables together with the level of expected cash inflows on trade and other receivables. For further information on trade and other receivables see “Credit risk” below in this Note.
Total trade payables in the amount of kEUR 22,400 (September 30, 2019: kEUR 15,950; October 1, 2018: kEUR 9,787), including trade accounts payable to WS Audiology group companies, are due within one year and generally settled through the cash pool clearing accounts.
 
F-35

 
Notes to the Combined Financial Statements (Continued)
31. Financial risk management (Continued)
The following table reflects the principal repayments of lease liabilities contractually agreed with third parties. Such expected net cash outflows are undiscounted cash flows for the respective upcoming fiscal years, based on the earliest date on which the Company could be required to pay.
(in thousands of EUR)
Sep 30, 2020
Sep 30, 2019
Oct 1, 2018
Due within one year
1,712 1,406 1,095
Due within two to three years
3,154 2,057 1,802
Due within four to five years
1,740 1,647 1,277
Due after five years
630 854 1,390
7,236 5,964 5,564
Present value
6,320 5,336 4,902
Liabilities to WS Audiology group companies from loans and cash pool clearing accounts, including accrued interest, totalling kEUR 133,164 (September 30, 2019: kEUR 98,369; October 1, 2018: kEUR 75,206), are deemed to be medium term liabilities, as at the reporting dates the Company intended and was able to roll over the obligations. For further information see Note 27.
Credit risks
Credit risk is defined as an unexpected loss in cash and earnings if the customer or contracting party is unable to pay its obligations in due time. The Company may incur losses if the credit quality of its customers deteriorates or if they default on their payment obligations to the Company. The Company’s exposure to credit risk arises primarily from trade receivables.
At September 30, 2020, the maximum exposure to credit risk of trade receivables, cash and cash equivalents, and other financial assets is represented by their total carrying amount of kEUR 46,523 (September 30, 2019: kEUR 31,337; October 1, 2018: kEUR 21,227). Concerning trade receivables, as well as receivables included in other financial assets that are neither impaired nor past due, there were no indications as of September 30, 2020 and 2019, that defaults in payment obligations will occur.
Credit risk is monitored on an ongoing basis. This includes the review of individual receivables and of individual customer creditworthiness on a case-by-case basis as well as the review of current economic trends, the analysis of historical bad debts on a portfolio basis, and the considers country credit ratings. Credit evaluations are performed on all customers requiring credit over a certain amount. The Company does not require collateral in respect of financial assets.
Trade receivables and finance lease receivables
To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics and the days past due. For receivables that are considered credit impaired, the expected credit loss is determined individually.
Loss allowance is calculated using a provision matrix that incorporates an ageing factor, geographical risk and specific customer knowledge. The provision matrix is based on historical credit losses incurred within relevant time bands of days past due adjusted for a forward-looking element.
The Company has not historically suffered significant credit losses on receivables.
Impaired receivables and the respective accumulated impairments are derecognized if there is no probability of payment. Trade receivables do not bear interest.
 
F-36

 
Notes to the Combined Financial Statements (Continued)
31. Financial risk management (Continued)
The below tables show the lifetime expected credit losses that has been recognized for receivables in accordance with the simplified approach set out in IFRS 9 and the respective movements during the fiscal years.
(in thousands of EUR)
As of
Sep 30, 2020
not
past due
days past due
<30
30 – 60
61 – 90
91 – 180
181 – 360
>360
Gross carrying amount
Trade receivables
47,503 40,783 1,669 1,266 250 1,329 1,092 1,113
Finance lease receivables
3,931 3,931
Loss allowances
Trade receivables
(8,305) (6,355) (122) (294) (45) (322) (358) (809)
Finance lease receivables
(1,583) (1,583)
Carrying amount
Trade receivables
39,198 34,428 1,547 973 205 1,008 734 303
Finance lease receivables
2,348 2,348
Expected credit loss rate
Trade receivables
16% 7% 23% 18% 24% 33% 73%
Finance lease receivables
40% 0% 0% 0% 0% 0% 0%
(in thousands of EUR)
As of
Sep 30, 2019
not
past due
days past due
<30
30 – 60
61 – 90
91 – 180
181 – 360
>360
Gross carrying amount
Trade receivables
32,882 22,219 5,486 1,201 995 985 934 1,062
Finance lease receivables
1,845 1,784 15 22 14 7 3
Loss allowances
Trade receivables
(4,333) (1,939) (247) (424) (315) (339) (508) (562)
Finance lease receivables
(667) (659) (1) (2) (3) (2)
Carrying amount
Trade receivables
28,549 20,281 5,239 777 680 647 426 500
Finance lease receivables
1,178 1,125 14 20 11 5 3
Expected credit loss rate
Trade receivables
9% 5% 35% 32% 34% 54% 53%
Finance lease receivables
37% 7% 9% 21% 29% 0% 0%
The respective movements of allowances for trade receivables during the fiscal years are as follows:
Fiscal year 2020
(in thousands of EUR)
Collectively
assessed
Individually
assessed
Total
Valuation allowance as of the start of the fiscal year
(151) (4,182) (4,333)
Additions
(2,449) (1,931) (4,380)
Reversal of unused amounts
12 12
Foreign currency translation differences
11 385 396
Valuation allowance as of the fiscal year end
(2,577) (5,728) (8,305)
 
F-37

 
Notes to the Combined Financial Statements (Continued)
31. Financial risk management (Continued)
Fiscal year 2019
(in thousands of EUR)
Collectively
assessed
Individually
assessed
Total
Valuation allowance as of the start of the fiscal year
(442) (1,254) (1,696)
Additions
(2,821) (2,821)
Reversal of unused amounts
303 303
Foreign currency translation differences
(12) (107) (119)
Valuation allowance as of the fiscal year end
(151) (4,182) (4,333)
The respective movements of allowances for financial lease receivables during the fiscal years are as follows:
Fiscal year 2020
(in thousands of EUR)
Collectively
assessed
Total
Valuation allowance as of the start of the fiscal year
(667) (667)
Net remeasurement of loss allowance
(1,017) (1,017)
Foreign currency translation differences
101 101
Valuation allowance as of the fiscal year end
(1,583) (1,583)
Fiscal year 2019
(in thousands of EUR)
Collectively
assessed
Total
Valuation allowance as of the start of the fiscal year
Net remeasurement of loss allowance
(660) (660)
Foreign currency translation differences
(7) (7)
Valuation allowance as of the fiscal year end
(667) (667)
For further information see Notes 12 and 13.
Other financial assets
A loss allowance on the other financial assets, other than finance lease receivables, is recognized at initial recognition and subsequently based on 12-months expected credit losses, unless a significant increase has arisen since the initial recognition of the loans and receivables, in which case the loss allowance is based on lifetime expected credit losses.
In fiscal year 2019 the Company has written off loans receivables in whole as it has concluded there is no reasonable expectation of recovery. Accordingly, an additional loss of kEUR 409 has been recognized in marketing and selling expenses in fiscal year 2019. The outstanding contractual amount of the asset fully written off was kEUR 793. There have been no further write offs of other financial assets in fiscal year 2020.
Cash
Cash is deposited with well-established financial institutions that are highly rated. The Company assumes that its cash has a very low credit risk based on expected losses within twelve months.
Interest rate risks
Interest bearing liabilities with floating interest rates exist from related party borrowings (cash pool clearing accounts).
 
F-38

 
Notes to the Combined Financial Statements (Continued)
31. Financial risk management (Continued)
The following sensitivity analyses has been determined based on the exposure to interest rates at the reporting date. For the floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year.
If interest rates had been 1.0 percentage point higher and all other variables were held constant, the Company’s net profit (loss) would decrease by kEUR 854 for the year ended September 30, 2020 (2019: kEUR 625). If interest rates had been 1.0 percentage point lower and all other variables were held constant, the Company’s net profit (loss) would increase by kEUR 857 for the year ended September 30, 2020 (2019: kEUR 636). The analyses represent management’s assessment of the reasonably possible change in interest rates.
Currency risks
Transaction risk and foreign currency exchange rate risk management
Foreign currency exchange rate fluctuations may create unwanted and unpredictable earnings and cash flow volatility. However, the Company has a moderate exposure towards foreign currency exchange rate risk arising from fluctuations in exchange rates in connection with international operations. The exposure is particularly regarding fluctuations with respect to the accounts maintained with Treasury denominated in foreign currencies and hear.com Group intercompany charges.
The foreign currency risk is managed in cooperation with Treasury. It is the Company’s policy not to undertake any financial transactions in foreign currencies of a speculative nature.
The Company’s products are sold to end customers and invoiced in the currency of the domicile of the customer, which in general is the domicile of the selling hear.com Group entity. Generally, all of the purchase costs are denominated in the currency of the domicile of the selling hear.com Group entity, therefore the Company is able to significantly reduce the net currency exposure.
Sensitivity analysis for foreign currency risk
The following table demonstrates the approximate effect on the Company’s profit or (loss) after taxes and equity in response to fluctuation of the currencies other than the respective functional currencies which the hear.com Group entities have exposure at the balance sheet dates. This analysis assumes that all other variables, in particular interest rates, remain constant.
September 30, 2020
Profit or (loss)
Equity
5% increase
5% decrease
5% increase
5% decrease
USD
2,046 (2,307) 2,046 (2,307)
MYR
166 (184) 114 (126)
CHF
188 (208) 188 (208)
CAD
248 (275) 248 (275)
INR
42 (47) 42 (47)
Profit or (loss)
Equity
September 30, 2019
5% increase
5% decrease
5% increase
5% decrease
USD
1,198 (1,324) 1,198 (1,324)
MYR
169 (187) 133 (147)
CHF
80 (89) 80 (89)
CAD
102 (112) 102 (112)
INR
47 (52) 47 (52)
 
F-39

 
Notes to the Combined Financial Statements (Continued)
31. Financial risk management (Continued)
Translation risk and effects of foreign currency translation
Most of the hear.com Group’s entities are located outside the Eurozone. Since the Company’s presentation currency is the euro, the financial statements of foreign operations are translated into euro for the preparation of the Combined Financial Statements. To consider the effects of foreign currency translation in the risk management, the general assumption is that investments in foreign operations are permanent and that reinvestment is continuous. Effects from foreign currency exchange rate fluctuations on the translation of net assets amounts into euro are reflected in other comprehensive income or loss in the Combined Statements of Changes in Equity. The Company does not hedge net investments in foreign operations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains the majority of their cash and cash equivalents with financial institutions that management believes are creditworthy in the form of demand deposits. The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign currency hedging arrangements.
The Company’s receivables did not represent significant concentrations of credit risk as of the reporting dates due to the wide variety of customers and markets to which the Company’s products and services are sold.
32. Subsequent events
COVID-19 Pandemic
The Company has experienced business disruptions, particularly in locations subject to shelter-in-place or similar restrictions, leading to lower than expected revenue growth. This impacted is expected to continue as a result of the ongoing pandemic. The Company has experienced an increased willingness on the part of potential customers to interact online.
Legal reorganization
WS Audiology created a newly incorporated company, hear.com N.V., on December 10, 2020 with the corporate seat and registered office in Utrecht, the Netherlands. Subsequent to the reorganization, hear.com N.V. is expected to be renamed hear.com N.V.
 
F-40

 
Unaudited Interim Condensed Combined Balance Sheets
(in thousands of EUR)
Note
December 31,
2020
September 30,
2020
Assets
Current assets
Cash and cash equivalents
3,230 4,121
Trade receivables, net
30,389 30,377
Receivables from WS Audiology group companies
7 14 5
Other current financial assets
2,339 1,772
Inventories, net
10,608 10,756
Income tax receivables
119 118
Other current assets
5 4,843 3,036
Total current assets
51,542 50,185
Non-current assets
Intangible assets, net
13,872 12,573
Property and equipment, net
4,184 4,214
Right-of-use assets, net
5,534 5,997
Trade receivables, net
8,415 8,821
Other financial assets
1,310 1,432
Total non-current assets
33,315 33,037
Total assets
84,857 83,222
Liabilities and Equity
Current liabilities
Trade payables
21,531 21,130
Liabilities to WS Audiology group companies
7 1,304 1,270
Current lease liabilities
1,512 1,413
Income tax liabilities
47 63
Other current liabilities
10,567 10,010
Total current liabilities
34,961 33,886
Non-current liabilities
Liabilities to WS Audiology group companies
7 137,984 133,164
Lease liabilities
4,438 4,907
Provisions
133 115
Other liabilities
647 1,247
Total non-current liabilities
143,202 139,433
Total liabilities
178,163 173,319
Equity
Net assets attributable to WS Audiology
(98,052) (92,545)
Currency translation differences
4,746 2,448
Total equity
(93,306) (90,097)
Total liabilities and equity
84,857 83,222
The accompanying notes are an integral part of the unaudited interim condensed
combined financial statements
 
F-41

 
Unaudited Interim Condensed Combined Statements of Comprehensive Loss
Three months ended
December 31,
(in thousands of EUR)
Note
2020
2019
Revenue
4 45,655 34,482
Operating expenses
Cost of revenue, excluding depreciation and amortization
4 (19,860) (16,645)
Marketing and selling expenses
(24,487) (18,985)
General and administrative expenses
(4,158) (2,286)
Depreciation and amortization
(1,825) (1,257)
Other operating income, net
195 249
Loss from operations
(4,480) (4,442)
Interest income
456 193
Interest expenses
(1,774) (1,466)
Other financial income, net
303 19
Loss before income taxes
(5,495) (5,696)
Income tax expense
(42) (17)
Net loss
(5,537) (5,713)
Other comprehensive income
Items that may be reclassified to profit or loss
Currency translation differences
Change in unrealized gains, net
2,298 1,195
Total other comprehensive income
2,298 1,195
Total comprehensive loss
(3,239) (4,518)
The accompanying notes are an integral part of the unaudited interim condensed
combined financial statements
 
F-42

 
Unaudited Interim Condensed Combined Statements of Changes in Equity
(in thousands of EUR)
Net assets
attributable
to WS
Audiology
Currency
translation
differences
Total equity
attributable
to WS
Audiology
Balance at October 1, 2019
(69,555) (1,337) (70,892)
Net loss for the period
(5,713) (5,713)
Other comprehensive income for the period
1,195 1,195
Total comprehensive (loss) income for the period
(5,713) 1,195 (4,518)
Other transactions with shareholders
30 30
Balance at December 31, 2019
(75,238) (142) (75,380)
Balance at October 1, 2020
(92,545) 2,448 (90,097)
Net loss for the period
(5,537) (5,537)
Other comprehensive income for the period
2,298 2,298
Total comprehensive (loss) income for the period
(5,537) 2,298 (3,239)
Other transactions with shareholders
30 30
Balance at December 31, 2020
(98,052) 4,746 (93,306)
The accompanying notes are an integral part of the unaudited interim condensed
combined financial statements
 
F-43

 
Unaudited Interim Condensed Combined Statements of Cash Flows
Three months ended
December 31,
(in thousands of EUR)
2020
2019
Cash flows from operating activities
Net loss
(5,537) (5,713)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization and depreciation
1,411 853
Depreciation of right-of-use assets
414 404
Income tax expense
42 17
Interest expense, net
1,319 1,273
Other non-cash income, net
(22) (68)
Change in current assets and liabilities
Decrease (increase) in inventories
32 (907)
Decrease (increase) in trade and other receivables
62 (850)
Increase in other current assets
(2,497) (1,199)
Increase in trade payables
197 776
Increase (decrease) in other current liabilities and provisions
760 (308)
Change in other assets and liabilities, net
(95) (443)
Interest received
455 193
Income taxes paid, net
(60) (17)
Net cash used in operating activities
(3,519) (5,989)
Cash flows from investing activities
Purchase of intangible assets, property and equipment, and capitalized information technology and software development costs
(3,027) (1,844)
Proceeds from disposal of intangible assets, property and equipment
180 8
Net cash used in investing activities
(2,847) (1,836)
Cash flows from financing activities
Borrowings under loans and cash pool with shareholder
7,491 9,626
Other transactions with shareholder
30 30
Principal repayments of lease liabilities
(394) (361)
Interest paid
(1,688) (1,414)
Net cash provided by financing activities
5,439 7,881
Effect of exchange rates on cash and cash equivalents
36 (8)
Net (decrease) increase in cash and cash equivalents
(891) 48
Cash and cash equivalents at beginning of period
4,121 930
Cash and cash equivalents at end of period
3,230 978
The accompanying notes are an integral part of the unaudited interim condensed
combined financial statements
 
F-44

 
Notes to the Unaudited Interim Condensed Combined Financial Statements
1. Basis of Preparation
General Information
Management of WS Audiology S/A, Lynge, Denmark (“WS Audiology”) is reorganizing its legal entities engaged in its online hearing care product offering, herein referred to as the hear.com business by transferring the hear.com business into Auris Netherlands IV N.V. (“Auris”), upon successful completion of an initial public offering, at which time it will be renamed hear.com N.V.
Auris was incorporated on December 10, 2020 with the corporate seat and registered office in Utrecht, the Netherlands.
The hear.com business being transferred into Auris is comprised of audibene GmbH, Berlin, and its direct subsidiaries, as well as Hear.com LLC, USA, Soundrise Hearing Solutions Private Limited, India, and Hear.com Korea Limited, South Korea, all being indirect subsidiaries of WS Audiology. All of these combined legal entities have been jointly conducting hear.com activities (“hear.com”, the “hear.com Group” or the “Company”). The hear.com Group companies operate globally with headquarters in Germany and operations located in Europe, North America and Asia. The Company was founded in 2012 and is a leading online provider of hearing care, offering state-of-the-art technologies and a unique consultation approach. The hear.com Group generates revenue from the sale and finance lease of hearing aids directly to the end customer. Services, such as fittings, are performed either through partner providers in their clinics or through the Company’s teleaudiology platform. The hear.com Group companies employ highly trained hearing experts covering all time-zones and cooperate with more than 5,000 partner providers in eleven countries.
The unaudited interim condensed combined financial statements comprise interim condensed combined balance sheets as of December 31, 2020, and September 30, 2020, interim condensed combined statements of comprehensive loss, interim condensed combined statements of changes in equity and interim condensed combined statements of cash flows for the three-month periods ended December 31, 2020, and 2019, and the notes to the unaudited interim condensed combined financial statements.
The unaudited interim condensed combined financial statements have been prepared and published in thousands of euro (kEUR) unless otherwise stated. Rounding differences may occur in respect of individual amounts or percentages.
The unaudited interim condensed combined financial statements were authorized for issue by the management of audibene GmbH on March 15, 2021.
Basis of combination
During the reporting periods presented, hear.com has not been a group of entities under the control of a parent company as defined by IFRS 10 “Consolidated Financial Statements”. However, the group has been under common control of an ultimate parent company during the reporting periods presented. As a result, these unaudited interim condensed combined financial statements have been prepared on a combined basis. For more information see “Compliance with IFRS” further below.
 
F-45

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
1. Basis of Preparation (Continued)
The following list represents an overview of the legal entities that are included in these unaudited interim condensed combined financial statements, and which as such reflect the hear.com business as it will be legally transferred to Auris.
Audibene GmbH (Germany)
Ihre Hörgeräte Beratung GmbH (Germany)
Audibene GmbH (Switzerland)
Hear.com-Simply Good Hearing Inc. (Canada)
Audibene B.V. (Netherlands)
Hear.com (Pty) Ltd. (South Africa)
Audiocare Hearing Experts Malaysia Sdn Bhd (Malaysia)
Hearing Experts Co. Ltd. (Thailand)
Hear.com, LLC (USA)
Soundrise Hearing Solutions Private Limited (India)
Hear.com Korea Limited (South Korea)
During the three-months periods presented, the hear.com business was solely comprised and conducted by these legal entities. These legal entities were fully dedicated to the hear.com business and operated largely independently from the rest of the WS Audiology group. Interdependencies with the WS Audiology group were primarily limited to the purchase of hearing aids, participation in the in-house banking system as well as provisioning of central service to hear.com such as treasury, tax and legal services.
For further information on the basis of combination, refer to the audited combined financial statements of hear.com Group as of and for the fiscal years ended September 30, 2020 and 2019.
Compliance with IFRS
These unaudited interim condensed combined financial statements have been prepared in accordance with International Accounting Standard IAS 34—“Interim Financial Reporting”. Unless stated otherwise, the unaudited interim condensed combined financial statements are presented on a basis consistent with the accounting policies used in the audited combined financial statements of hear.com as of and for the fiscal years ended September 30, 2020 and 2019 and, in the opinion of management, include all adjustments necessary for a fair presentation of the results for each period. All such adjustments are of a normal recurring nature. The results for the periods presented are not necessarily indicative of results to be expected for a full fiscal year or any other period. These statements should be read in conjunction with the audited combined financial statements described above.
2. Accounting Policies
Use of Estimates and Critical Judgments
No significant changes occurred compared to estimates and judgements discussed in the audited combined financial statements as of and for the fiscal years ended September 30, 2020 and 2019.
Foreign Currency Transactions and Translation
The exchange rates of the currencies of non-Euro countries used in the preparation of the unaudited interim condensed combined financial statements were as follows:
 
F-46

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
2. Accounting Policies (Continued)
Average rate
per 1 EUR
Period-end rate
per 1 EUR
Oct 1 – Dec 31
Dec 31,
2020
Sep 30,
2020
2020
2019
Danish krone
DKK 7.4426 7.4711 7.4409 7.4462
Indian rupee
INR 87.8065 78.8689 89.6605 86.2990
Japanese yen
JPY 124.6389 120.3633 126.4900 123.7600
Canadian dollar
CAD 1.5557 1.4617 1.5633 1.5676
Malaysian ringgit
MYR 4.9012 4.6104 4.9340 4.8653
Swiss franc
CHF 1.0772 1.0961 1.0802 1.0804
Singapore dollar
SGD 1.6068 1.5093 1.6218 1.6035
South African rand
ZAR 18.7927 16.2962 18.0219 19.7092
South Korean won
KRW 1337.6372 1302.0115 1336.0000 1368.5100
Thai baht
THB 36.6078 33.5140 36.7270 37.0790
US dollar
USD 1.1917 1.1072 1.2271 1.1708
Income Tax Expense
Income tax expense is recognized based on management’s estimate of the weighted average annual effective income tax rate expected for the full fiscal year. However, it is only assessed for those entities for which future taxable income will be available according to the Company’s tax planning.
New and revised standards issued, effective for the reporting period
The following amendments to existing standards became effective for periods starting on or after January 1, 2020:
Amendments to IFRS 3 Business Combinations
The amendments help entities determine whether an acquired set of activities are a business or not. The amendments clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test.
The amendments did not affect the unaudited interim condensed combined financial statements.
New and revised standards issued, but not yet effective
The expected impact of the most relevant new and amended standards and interpretations effective in future periods have been disclosed in the audited combined financial statements as of and for the fiscal years ended September 30, 2020 and 2019, that have been authorized on February 5, 2021.
Hear.com Group has not voluntarily adopted any new or amended standards and interpretations earlier.
Significant Events and Transactions
3. COVID-19 Pandemic
Given the uncertainty regarding the duration and extent of the COVID-19 pandemic, the Company cannot predict the future potential impact on the business, financial condition, results of operations or cash flows. The Company has experienced business disruptions, particularly in locations subject to shelter-in-place
 
F-47

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
3. COVID-19 Pandemic (Continued)
or similar restrictions, leading to lower than expected revenue growth. However, the Company has experienced an increased willingness on the part of potential customers to interact online for Company’s teleaudiology offering and digital offerings in general.
As required by government authorities and in the best interest of Company’s employees, consumers and partners, the Company modified its business practices to control the spread of SARS-CoV-2, i.e. employee travel, employee work location, and the cancellation of physical participation in meetings, events and conferences. Furthermore, the Company implemented work-from-home measures, including technical support for employees.
4. Notes to the Unaudited Interim Condensed Combined Statements of Comprehensive Loss
Revenue
The Company’s revenue is primarily derived from the sale and finance lease of hearing aids directly to the end customer as further described in the last annual combined financial statements. Both revenue streams qualify as contracts with customers.
For the three-month period ended December 31, 2020, revenues from sale of hearing aids amounted to kEUR 45,330 (three-month period ended December 31, 2019: kEUR 33,249). Revenues from finance leases of hearing aids amounted to kEUR 325 for the three-month period ended December 31, 2020 (three-month period ended December 31, 2019: kEUR 1,233).
Seasonality
The Company’s sales volume growth in the first and fourth calendar quarters tend to be lower as a result of reduced marketing activities and a general lower rate of responsiveness from the Company’s customer base during winter months. The Company’s sales volume growth in the second and third calendar quarters tend to be higher as a result of the timing of marketing campaign launches as well as general higher activity and responsiveness from the Company’s customer base during warmer months. These factors may contribute to fluctuations in Company’s quarterly operating results.
Cost of revenue, excluding depreciation and amortization
Three months ended
December 31,
(in thousands of EUR)
2020
2019
Fitting fees
(10,358) (7,471)
Cost of materials
(8,869) (8,640)
Freight
(389) (276)
Personnel expenses
(226) (127)
Other
(18) (131)
(19,860) (16,645)
Cost of revenue, excluding depreciation and amortization for the three-month period ended December 31, 2020, excludes depreciation on property and equipment of kEUR 5 (2019: kEUR 4).
5. Notes to the Unaudited Interim Condensed Combined Balance Sheets
Other current assets
Other current assets increased by kEUR 1,807 compared to the total amount of kEUR 3,036 as of September 30, 2020 as a result of deferred costs related to the Company’s Initial Public Offering (“IPO”) in
 
F-48

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
5. Notes to the Unaudited Interim Condensed Combined Balance Sheets (Continued)
the amount of kEUR 2,391. Deferred IPO related costs are qualifying transaction costs that were incurred for the issuance of equity instruments and deferred until the equity instruments are issued.
Other Disclosures
6. Disclosures on Financial Instruments
The following table presents the carrying amounts of financial assets and financial liabilities. It does not include the fair value of financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying Amount
(in thousands of EUR)
Dec 31, 2020
Sep 30, 2020
Financial Assets
At amortized costs (AC)
Trade receivables, net
38,804 39,198
Receivables from WS Audiology group companies
14 5
Other financial assets
1,636 856
Cash and cash equivalents
3,230 4,121
43,684 44,180
Financial Liabilities
At amortized costs (AC)
Liabilities to WS Audiology group companies
139,288 134,434
Trade payables
21,531 21,130
160,819 155,564
For the three-month period ended December 31, 2020, lease receivables of kEUR 3,574 (September 30, 2020: kEUR 3,931) and lease liabilities of kEUR 5,950 (September 30, 2020: kEUR 6,320) are not allocated to any of the measurement categories under IFRS 9 and are, therefore, not included in the table above.
The fair values of cash and cash equivalents, trade receivables and receivables from WS audiology group companies, other financial assets, trade payables and other financial liabilities are approximately equal to their carrying amount due to the short-term maturities of these instruments. The fair values of the liabilities to WS audiology group companies are approximately equal to their carrying amount due to the short-term maturities of the trade accounts included and the market-based interest rates applied for the mid-term loans and cash pool clearing accounts, respectively.
Net gains of financial instruments are as follows:
(in thousands of EUR)
Dec 31, 2020
Category in
accordance
with IFRS 9
Three months ended December 31, 2020
Operating
expense, net
Interest
income
Interest
expense
Total
Financial assets
Finance lease receivables
n/a (51) 125 74
of which loss allowance
(51) (51)
Trade receivables
AC (490) 331 (390) (550)
of which loss allowance
(490) (490)
Lease liabilities
n/a (86) (86)
Other financial liabilities
AC (1,298) (1,298)
 
F-49

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
6. Disclosures on Financial Instruments (Continued)
(in thousands of EUR)
Dec 31, 2019
Category in
accordance
with IFRS 9
Three months ended December 31, 2019
Operating
expense, net
Interest
income
Interest
expense
Total
Financial assets
Finance lease receivables
n/a (363) 66 (297)
of which loss allowance
(363) (363)
Trade receivables
AC (1,075) 127 (236) (1,184)
of which loss allowance
(1,075) (1,075)
Lease liabilities
n/a (53) (53)
Other financial liabilities
AC (1,177) (1,177)
7. Related Party Transactions
Transactions and outstanding balances with related parties exist between the hear.com entities in scope of combination (refer to Note 1) and the companies of the remaining WS Audiology group, as well as with the members of the hear.com key management personnel.
WS Audiology group
The Company enters into transactions with Sivantos, Inc. and Sivantos Pte Ltd, parent companies of hear.com, and other WS Audiology group companies predominantly for the purchase of hearing aids and the participation in the in-house banking system.
Outstanding balances with WS Audiology group companies
Sivantos, Inc.
Sivantos Pte Ltd
Other WS
Audiology group
companies
Total
(in thousands of EUR)
Dec 31
2020
Sep 30
2020
Dec 31
2020
Sep 30
2020
Dec 31
2020
Sep 30
2020
Dec 31
2020
Sep 30
2020
Total assets
Trade receivables
14 5 14 5
Total liabilities
Trade payables
1,304 1,270 1,304 1,270
Cash pool clearing account
59,120 54,760 67,473 67,553 126,593 122,313
Loans
9,437 9,576 1,954 1,275 11,391 10,851
59,120 54,760 76,910 77,129 3,258 2,545 139,288 134,434
All related party trade accounts receivable and trade accounts payable are regularly settled through cash pool clearing accounts based on the cash pooling agreements within the in-house banking system.
The Company nets receivables and payables with Treasury from cash pool clearing accounts if the right of offset exists.
 
F-50

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
7. Related Party Transactions (Continued)
The detail of loans from group companies is as follows:
(in thousands of EUR)
Interest rate
in % p.a.
Carrying amounts
including
accrued interests
Dec 31, 2020
Sep 30, 2020
Hear.com Korea Limited
from Sivantos Pte. Ltd.
6.0–6.1
1,267 1,308
from Sivantos Pte. Ltd.
4.6
2,773 2,873
from Sivantos Pte. Ltd.
4.5–6.1
618 640
Audiocare Hearing Experts Malaysia Sdn Bhd
from Sivantos Pte. Ltd.
6.3–7.8
3,977 3,962
Soundrise Hearing Solutions Private Limited
from Sivantos India Pvt. Ltd
9.0
558 579
from Sivantos India Pvt. Ltd
9.0
669 695
Audibene GmbH
from Sivantos Pte. Ltd.
4.0–4.1
802 794
Hear.com (Pty) Ltd
from Sivantos Pte. Ltd.
7.7
727
11,391 10,851
Loans from India have contractual terms until 2023 and 2022, respectively. The other loans from WSA group companies are generally agreed for periods of one year with an option for automatic renewal.
Interest rates are determined based on country-specific market interest rates (e.g., EURIBOR, LIBOR, government bond yield, etc.), plus a corporate margin.
Equity transactions with WS Audiology group companies
Transactions between hear.com and the remaining WS Audiology group directly impacting equity, either cash or non-cash, are reported as “Other transactions with shareholders” in the Unaudited Interim Condensed Combined Statements of Changes in Equity.
Expenses resulting from transactions with WS Audiology group companies
Sivantos, Inc.
Sivantos Pte Ltd
Other WS
Audiology group
companies
Total
Three months ended
December 31,
Three months ended
December 31,
Three months ended
December 31,
Three months ended
December 31,
(in thousands of EUR)
2020
2019
2020
2019
2020
2019
2020
2019
Operating expenses
(1,557) (1,311) (118) (98) (6,007) (3,149) (7,682) (4,558)
Interest expense
(554) (498) (710) (647) (34) (32) (1,298) (1,177)
For the three-month period ended December 31, 2020, the interest expense of kEUR 1,124 (2019: kEUR 1,025) resulted from short term payables from cash pool clearing accounts and kEUR 174 (2019: kEUR 152) resulted from loans with WS Audiology group companies. Interest on cash pool clearing accounts is based on country-specific market interest rates, plus a margin.
 
F-51

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
7. Related Party Transactions (Continued)
Key management personnel
The Company’s key management is defined as those persons, who are responsible for the Company’s worldwide operations based on their executive function within hear.com as managing directors.
Remuneration
For the three-month period ended December 31, 2020, the respective short-term employee benefits in the amount of kEUR 62 (2019: kEUR 52) are included in “General and administrative expenses” in the Unaudited Interim Condensed Combined Statements of Comprehensive Loss. No additional allocation of personnel expenses, with respect to the WS Audiology group management or any oversight boards have been included based on the relatively standalone and complete nature of the management team.
8. Segment Information
Operating segments of the Company need to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”) as required by IFRS 8 “Operating Segments”.
The Company’s CODM allocates resources to the operating segments, assesses their financial performance and position and makes strategic decisions. The Company’s CODM consists of the Company’s co-founders and managing directors that also function as co-chief executive officers. The CODM reviews financial performance based on geographical information; therefore, the Company identified the following three operating segments also representing the Company’s reportable segments:

Europe

North America

Rest of the World (“RoW”)
The measures used to report to the CODM for assessing the operating segments’ performance are revenues and earnings before interest, tax, depreciation, and amortization (“EBITDA”).
Europe
North America
RoW
Total
Three months ended
December 31,
Three months ended
December 31,
Three months ended
December 31,
Three months ended
December 31,
(in thousands of EUR)
2020
2019
2020
2019
2020
2019
2020
2019
Revenue
24,380 15,970 14,998 14,390 6,277 4,122 45,655 34,482
EBITDA
136 202 (2,883) (3,958) 93 571 (2,655) (3,185)
EBITDA Margin
0.6% 1.3% -19.2% -27.5% 1.5% 13.8% -5.8% -9.2%
Revenues by domicile of the customers are as follows:
Three months ended
December 31,
(in thousands of EUR)
2020
2019
Germany
20,316 13,726
United States
13,466 13,600
South Korea
4,728 2,720
All other countries
7,145 4,436
45,655 34,482
 
F-52

 
Notes to the Unaudited Interim Condensed Combined Financial Statements (Continued)
8. Segment Information (Continued)
No individual customer accounts for 10% or more of the total revenue.
Total non-current assets, other than financial instruments, by location are as follows:
(in thousands of EUR)
Dec 31, 2020
Sep 30, 2020
Germany
15,215 14,032
United States
5,923 6,100
All other countries
2,452 2,652
23,590 22,784
The following table reconciles EBITDA as presented in the segment information to the Net loss as presented in the Unaudited Interim Condensed Combined Statements of Comprehensive Loss:
Three months ended
December 31,
(in thousands of EUR)
2020
2019
EBITDA
(2,655) (3,185)
Depreciation and amortization
(1,825) (1,257)
Income taxes
(42) (17)
Interest income
456 193
Interest expense
(1,774) (1,466)
Other financial income (expense), net
303 19
Net loss
(5,537) (5,713)
9. Subsequent Events
Subsequent to December 31, 2020, the Company founded a Dutch Holding company in order to further facilitate the reorganization of the hear.com business. The legal reorganization is ongoing as of the issuance date of these financial statements.
 
F-53

 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6.   Indemnification of Directors and Officers
Our current and former directors have the benefit of the following indemnification provisions in our Articles of Association:
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or other nature (hereinafter a “Proceeding”), whether brought by or in the name of the company or otherwise, by reason of the fact that he or she is or was a director or an officer of the company and/or legal entity or company with which the company is affiliated in a group in accordance with article 2:24b of the Dutch Civil Code (hereinafter an “Indemnitee”), shall be indemnified and held harmless by us to the fullest extent authorized by applicable law, including Dutch law, as it may be amended from time to time (but, in the case of such amendment, only to the extent that such amendment permits the company to provide broader indemnification rights than such law permitted the company to provide prior to such amendment), against all costs, expense, liability, loss, damages and claims (including attorneys’ fees, judgments, fines or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, regardless of whether the claim relates to personal damages or damages incurred by third parties, including:
(a)   the costs of conducting a defense against claims (also including claims by us) or a settlement based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at our request;
(b)   any damages payable by them as a result of an act or failure to act as referred to under (a) above:
provided, however, that the company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.
No indemnification shall be made to any Indemnitee in respect of any claim, issue or matter:
(a)   as to which such person shall have been adjudged in a final and non-appealable judgment by a competent court or arbitral tribunal to be liable for a personal and fraud, willful recklessness (bewuste roekeloosheid) or willful misconduct (opzet) in the performance of his or her duty as a director or officer unless a court determines that such person is fairly and reasonably entitled to such compensation despite the adjudication of such liability;
(b)   as a result of a violation of criminal law (except for the costs, fines or financial sanctions as a result of the civil law consequences of a violation of criminal law), to the extent that such fines are imposed by a final and non-appealable court decision on the ground that the Director himself is personally liable for a violation of criminal law; or
(c)   to the extent any related costs and losses have been insured and reimbursed to such person under any applicable insurance policy.
The right to indemnification shall include, to the fullest extent authorized by applicable law, the right to be paid by us the expenses (including attorneys’ fees) incurred in defending any such Proceeding prior to a court order and/or preparation of a settlement (a “Payment of Expenses”). The rights to indemnification and to the Payment of Expenses shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.
The board of directors may stipulate additional terms, conditions and restrictions in relation to the indemnification referred to above. We also intend to enter into indemnification agreements with each of our directors and executive officers upon the consummation of this offering.
 
II-1

 
Item 8.   Exhibits and Financial Statement Schedules
(a)   Exhibits.   See Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.
Item 9.   Undertakings
(1)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(2)   The undersigned registrant hereby undertakes that:
(a)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus as filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(b)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
II-2

 
EXHIBIT INDEX
Exhibit
Number
Description
 1.1
 3.1
 3.2
 5.1
10.1 Form of Relationship Agreement by and among Auris Luxembourg III S.à r.l., hear.com N.V. and the other parties named therein
10.2 Form of Registration Rights Agreement by and among Auris Luxembourg III S.à r.l., hear.com N.V. and the other parties named therein
10.3
10.4 Framework Agreement for the Supply of Audiology Equipment by and between Sivantos Pte Ltd. and hear.com N.V.
10.5 Form of Indemnification Agreement between hear.com N.V. and directors and officers of hear.com N.V.
21.1
23.1
23.2
24.1
 
II-3

 
Signatures
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Utrecht, Netherlands, on April 19, 2021.
hear.com N.V.
By:/s/ Paul Crusius
Name:
Paul Crusius
Title:
Director and Co-Chief Executive
Officer
By:/s/ Marco Vietor
Name:
Marco Vietor
Title:
Director and Co-Chief Executive
Officer
The undersigned directors and executive officers of hear.com N.V. hereby constitute and appoint Paul Crusius, Marco Vietor and Alexandra Katthagen, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any or all amendments, including post effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the SEC, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on April 19, 2021.
Signature
Title
/s/ Paul Crusius
Paul Crusius
Director and Co-Chief Executive Officer
(principal executive officer)
/s/ Marco Vietor
Marco Vietor
Director and Co-Chief Executive Officer
(principal executive officer)
/s/ Alexandra Katthagen
Alexandra Katthagen
Chief Financial Officer
(principal financial and accounting officer)
/s/ Eric Bernard
Eric Bernard
Non-Executive Director and Chairman of the Board
/s/ Ursula Burns
Ursula Burns
Non-Executive Director
/s/ Elizabeth Kistruck
Elizabeth Kistruck
Non-Executive Director
 

 
Signature
Title
/s/ Kasper Knokgaard
Kasper Knokgaard
Non-Executive Director
/s/ Søren Lonning
Søren Lonning
Non-Executive Director
/s/ Carol Meyers
Carol Meyers
Non-Executive Director
/s/ Adam Westermann
Adam Westermann
Non-Executive Director
 

 
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of hear.com N.V., has signed this registration statement on April 19, 2021.
By:
/s/ Paul Crusius
Name:
Paul Crusius
Title:
Director and Co-Chief Executive Officer
 

EX-1.1 2 tm214804d12_ex1-1.htm EXHIBIT 1.1

Exhibit 1.1

 

 ] Shares

 

HEAR.COM N.V.

 

COMMON SHARES, NOMINAL VALUE €0.01 PER SHARE

 

UNDERWRITING AGREEMENT

 

 ], 2021

 

 

 

 ], 2021

 

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

 

c/oMorgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

 

c/oJ.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

 

Ladies and Gentlemen:

 

hear.com N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [  ] common shares (the “Firm Shares”), nominal value €0.01 per share, in the capital of the Company.

 

Auris Luxembourg III S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 26A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B186964 (the “Selling Shareholder”), also proposes to sell to the several Underwriters not more than an additional [  ] common shares (the “Additional Shares”), nominal value €0.01 per share, in the capital of the Company if and to the extent that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common shares granted to the Underwriters in Section ‎3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The common shares, nominal value €0.01 per share, in the capital of the Company to be outstanding after giving effect to the issuance and sales contemplated hereby are hereinafter referred to as the “Common Shares.” The Company and the Selling Shareholder are hereinafter sometimes collectively referred to as the “Sellers.”

 

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (File No. 333-[  ]), including a preliminary prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Common Shares pursuant to Rule 462(b) under the Securities Act (a “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

 

 

 

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “preliminary prospectus” shall mean each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted information pursuant to Rule 430A under the Securities Act that was used after such effectiveness and prior to the execution and delivery of this Agreement, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness together with the documents and pricing information set forth in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.

 

Morgan Stanley has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in each of the Time of Sale Prospectus and the Prospectus under the heading “Underwriters” (the “Directed Share Program”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

 

1.          Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

 

(a)                     The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the knowledge of the Company, threatened by the Commission.

 

(b)                    (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, when such amendments or supplements become effective, and at the Closing Date (as defined in Section 5), will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus, at their respective dates, complied and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at the Closing Date, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus, at its date, does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, at its date, does not contain and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (b) do not apply to statements or omissions made in reliance and in conformity with the information provided by the Underwriters described in Section 11(c) below.

 

2

 

 

(c)            The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.

 

(d)            The Company has been duly incorporated and is validly existing as a Dutch public limited liability company (naamloze vennootschap) under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and, if applicable, is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

3

 

 

(e)           Except as described in, or expressly contemplated by, the Registration Statement, the Time of Sale Prospectus and the Prospectus,      each subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing (if applicable) under the laws of the jurisdiction of its incorporation, organization or formation, has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing (if applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

 

(f)            This Agreement has been duly authorized, executed and delivered by the Company.

 

(g)           The authorized, issued and outstanding share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

 

(h)           The Common Shares (including the shares to be sold by the Selling Shareholder, if any) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.

 

(i)            The Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive or similar rights other than any such rights described in, or expressly contemplated by, the Registration Statement, the Time of Sale Prospectus and the Prospectus.

 

(j)            The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not (i) contravene (a) any provision of the deed of incorporation or the articles of association of the Company, (b) any provision of applicable law, (c) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except, in the case of clauses (i)(b) through (i)(d) above, for any such contravention that would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, and (ii) require any consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Company of its obligations under this Agreement, except (y) such as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (z) such as have been obtained or made.

 

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(k)           There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

 

(l)            There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings that would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

 

(m)           Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

 

(n)           The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(o)           During the past three years, the Company and its subsidiaries have possessed all licenses, sub-licenses, certificates, permits, accreditations and other authorizations issued by the appropriate federal, state, local or foreign governmental or regulatory authorities (each, a “Governmental Authority”) that are necessary for the conduct of their respective businesses as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where failure to possess all licenses, sub-licenses, certificates, permits, accreditations and other authorizations, would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither the Company nor any of its subsidiaries has received written notice of any revocation of any such license, sub-license, certificate, permit, accreditation or authorization during the past three years, which license, sub-license, certificate, permit, accreditation or authorization would have, either singly or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(p)            Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries are, and during the past three years have been, in compliance with all Health Care Laws applicable to the Company or its subsidiaries, except where noncompliance with such Health Care Laws would not have, either singly or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole. For purposes of this Agreement, “Health Care Laws” shall mean: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.); (ii) all applicable federal, state, local and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal false statements law (42 U.S.C. Section 1320a-7b(a)), 18 U.S.C. Sections 286, 287, 1347 and 1349 and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the Stark Law (42 U.S.C. Section 1395nn), the civil monetary penalties law (42 U.S.C. Section 1320a-7a), the exclusion law (42 U.S.C. Section 1320a-7); (iii) HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); (iv) any laws concerning the corporate practice of audiology; and (iv) the regulations promulgated pursuant to such laws and any state or non-U.S. counterpart thereof, each as amended from time to time.

 

(q)           None of the Company or any of its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, investigation or arbitration (“Action”) from any court or arbitrator or Governmental Authority during the past three years alleging that any hearing aid, operation or activity is in violation of any Health Care Laws, other than any such Action described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any Action that would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. None of the Company or any of its subsidiaries is a party to any corporate integrity agreements, deferred or non-prosecution agreements, monitoring agreements, consent decrees or settlement orders with or imposed by any Governmental Authority. Additionally, none of the Company or any of its subsidiaries, or to the knowledge of the Company or any of their respective officers or directors, have been excluded, suspended or debarred from participation in any government health care program or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

 

(r)            None of the Company or any of its subsidiaries has received written notice of suspensions, offsets, overpayments or recoupments of any third-party payor program (“Program”) during the past three years, other than notices that would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. During the past three years, there has been no Action pending or received or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries which relates to a violation of any requirement pertaining to any Program which could result in the imposition of penalties, termination or the exclusion by the Company or any of its subsidiaries from participation in any Program, except for such Actions as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(s)            During the past three years, the Company and each of subsidiaries have not received any written notice of adverse finding, warning letter, untitled letter or any other written notice from any Governmental Authority alleging or asserting material noncompliance with any applicable Health Care Law other than notices or letters that would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(t)            Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(u)            Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(v)            There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement, except for such contracts, agreements, understandings or rights as have been validly waived.

 

(w)            (i) None of the Company or any of its subsidiaries or, to the knowledge of the Company, any controlled affiliate, any director, officer, employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Company and each of its subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

 

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(x)            The operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 

(y)            (i) None of the Company or any of its subsidiaries, or, to the knowledge of the Company, any controlled affiliate or any director, officer, employee, agent or representative of the Company or any of its subsidiaries or controlled affiliates, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

 

(A)            the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or

 

(B)             located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria).

 

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(ii)            The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

 

(A)            to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or

 

(B)            in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

 

(iii)            For the past five years, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions.

 

(iv)           The representation and warranty in this clause (t) shall apply only and if to the extent that the acceptance or receiving of its benefit, or the making of this representation and warranty and compliance with it, as the case may be, does not result in a violation of Council Regulation (EC) No. 2271/96 of November 22, 1996, Section 7 of the German Foreign Trade Ordinance (§ 7 Aussenwirtschaftsverordnung) or any applicable anti-boycott laws or regulations.

 

(z)            Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding share capital, nor declared, paid or otherwise made any dividend or distribution of any kind on its share capital other than ordinary and customary dividends; and (iii) there has not been any material change in the share capital, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole (except, in each case under this clause (iii), as set forth or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus).

 

(aa)      The Company and each of its subsidiaries have, where applicable, good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property, do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and which would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

 

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(bb)      Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole: (i) the Company and its subsidiaries own or have a right to use all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of their businesses; (ii) the registered Intellectual Property Rights owned by the Company and its subsidiaries are subsisting, and to the Company’s knowledge, valid and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, has, in the past three years, infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company; (v) to the Company’s knowledge, neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has, in the past three years, infringed, misappropriated or otherwise violated, the Intellectual Property Rights of a third party; and (vi) the Company and its subsidiaries use commercially reasonable efforts to maintain the confidentiality of information intended to be maintained as a trade secret.

 

(cc)      Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or the violation of which would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole: (i) the Company and its subsidiaries use and have used any and all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) the Company or any of its subsidiaries to permit reverse engineering of any material proprietary software code or other technology owned by the Company or any of its subsidiaries or (B) any material proprietary software code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge.

 

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(dd)      Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole: (i) the Company and each of its subsidiaries have complied with and are presently in compliance with its internal and posted privacy policies, contractual obligations, applicable federal, state, local, and foreign laws (including, without limitation, the California Consumer Privacy Act, and the European Union General Data Protection Regulation), statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations (including, without limitation, binding industry standards, e.g., the payment card industry standards), in each case, relating to the collection, use, transfer, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable or other regulated data (“Data Security Obligations”, and such data, “Data”); (ii) the Company has not received any written notification of or complaint regarding material non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened alleging non-compliance with any Data Security Obligation.

 

(ee)       Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole: (i) the Company and each of its subsidiaries have taken commercially reasonable efforts to implement technical and organizational measures necessary to protect the information technology systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses, (ii) without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain commercially reasonable information technology, information security, cyber security, and data protection controls, policies and procedures intended to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”), and (iii) there has been no such Breach, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach, except as has been resolved without material liability or duty to notify any person.

 

(ff)        Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that, in each case, could, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(gg)      Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, the Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a reasonable cost.

 

(hh)      Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, the Company and each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

 

(ii)            The financial statements included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the combined financial position of the companies included in these financial statements as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with international financial reporting standards, as issued by the International Accounting Standard Board (“IFRS”), applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the quarterly combined financial statements. The other financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the companies included in these financial statements and presents fairly in all material respects the information shown thereby. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.

 

(jj)         RSM US LLP, who has reviewed certain combined financial statements of audibene GmbH and its subsidiaries, hear.com LLC (United States), Soundrise Hearing Solutions Private Limited (India) and Hear.com Korea Limited (South Korea), and delivered a report with respect to the audited combined financial statements filed with the Commission as part of the Registration Statement and included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States).

 

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(kk)       Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries, taken as a whole, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) to the knowledge of the Company and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

(ll)         Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not sold, issued or distributed any Common Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified share option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

 

(mm)    The Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and any amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus, the Time of Sale Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

 

(nn)      No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.

 

(oo)        The Company has not offered, or caused Morgan Stanley or any Morgan Stanley Entity as defined in Section ‎12 to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

 

(pp)     The Company and each of its subsidiaries have filed all material federal, state, local and foreign tax returns required to be filed by each of them through the date of this Agreement or have requested extensions thereof and have paid all material taxes required to be paid by each of them, other than taxes that are being contested in good faith and for which, if applicable, appropriate reserves have been established in accordance with IFRS (except for cases in which the failure to file or pay would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which, singly or in the aggregate, has had (nor does the Company nor any of its subsidiaries have any written notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(qq)      From the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

 

(rr)       The Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. “Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.

 

(ss)      As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (i) the Time of Sale Prospectus, (ii) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (iii) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, at their respective dates and at the Closing Date, as applicable, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (pp) do not apply to statements or omissions made in reliance upon and in conformity with the information provided by the Underwriters described in Section 11(c) below.

 

(tt)        Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no stamp, documentary, issue, registration, transfer or other similar taxes or duties (“Stamp Taxes”) are payable by or on behalf of the Underwriters in the Netherlands or to any taxing authority thereof or therein in connection with (A) the execution, delivery or consummation of this Agreement, (B) the creation, allotment and issuance of the Shares , (C) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters or (D) the resale and delivery of the shares by the Underwriters in the manner contemplated herein.

 

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(uu)        The Company believes that it was not a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for its most recent taxable year and it does not expect to be a PFIC for its current taxable year or in the foreseeable future.

 

(vv)        The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.

 

(ww)       Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Netherlands. The irrevocable and unconditional waiver and agreement of the Company contained in Section 15(a) not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of the Netherlands.

 

(xx)          The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Netherlands and will be recognized by the courts of the Netherlands. The Company has the power to submit, and pursuant to Section 15(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 15(a)), and has the power to designate, appoint and empower, and pursuant to Section 15(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts.

 

(yy)         Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) no authorization, approval or consent of any government authority or agency of the Netherlands is required to effect dividend payments or distributions in respect of the Shares and payments on the Shares may be paid by the Company to the holders thereof (whether or not resident in the Netherlands) in Euro and (ii) any such dividends and other distributions made to holders of the Shares who are not resident in the Netherlands will not be subject to income, withholding or other taxes under the laws of the Netherlands (or any political subdivision, authority or agency therein).

 

2.            Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that:

 

(a)            This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.

 

(b)            The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not (i) contravene (a) any provision of the articles of association of the Selling Shareholder, (b) any provision of applicable law, (c) any agreement or other instrument binding upon the Selling Shareholder, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except, in the case of clauses (i)(b) through (i)(d) above, for any such contravention that would not, singly or in the aggregate, have a material adverse effect on the Selling Shareholder, and (ii) require any consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (y) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (z) such as have been obtained or made.

 

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(c)            The Selling Shareholder will have, on each Option Closing Date, valid title to the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares.

 

(d)            [Reserved].

 

(e)            Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s shareholders’ register in accordance with applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

 

(f)            The Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”).

 

(g)            [Reserved].

 

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(h)            (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, when such amendments or supplements become effective, and at each Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus, at their respective dates, complied and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at each Option Closing Date, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus, at its date, does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date and each Option Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, at its date, does not contain and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at each Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (h) do not apply to statements or omissions made in reliance and in conformity with the information provided by the Underwriters described in Section 11(c) below and except further that the representations and warranties set forth in this paragraph (h) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information relating to the Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, it being understood and agreed that the only such information furnished by the Selling Shareholder consists of (A) the legal name and address of the Selling Shareholder and the other information about such Selling Shareholder set forth in the footnote relating to such Selling Shareholder under the caption “Principal and Selling Shareholders” and (B) the number of Shares beneficially owned by the Selling Shareholder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (collectively, the “Selling Shareholder Information”).

 

(i)            (i) None of the Selling Shareholder or any of its subsidiaries (other than the Company), or, to the knowledge of the Selling Shareholder, any controlled affiliate (other than the Company) or any director, officer, employee, agent or representative of the Selling Shareholder or any of its controlled affiliates (other than the Company), is a Person that is, or is owned or controlled by one or more Persons that are:

 

(A)            the subject of any Sanctions, or

 

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(B)            located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria).

 

(ii)            The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering it receives, if any, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

 

(A)            to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or

 

(B)            in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

 

(iii)            For the past five years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions.

 

(iv)            The representations and warranties in the preceding clauses of this clause (i) shall apply only and if to the extent that the acceptance or receiving of its benefit, or the making of this representation and warranty and compliance with it, as the case may be, does not result in a violation of Council Regulation (EC) No. 2271/96 of November 22, 1996, Section 7 of the German Foreign Trade Ordinance (§ 7 Aussenwirtschaftsverordnung) or any applicable anti-boycott laws or regulations.

 

(v)            (a) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws, (b) the Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and (c) at each Option Closing Date, neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

 

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(vi)            The operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened.

 

(j)            Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no Stamp Taxes are payable by or on behalf of the Underwriters in the Netherlands or to any taxing authority thereof or therein in connection with (A) the sale and delivery of the Shares by the Selling Shareholder to the Underwriters or purchasers procured by the Underwriters or (B) the resale and delivery of such Shares by the Underwriters in the manner contemplated herein.

 

(k)            [Reserved].

 

(l)            The Selling Shareholder has the power to submit, and pursuant to Section 15(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 15(a)), and has the power to designate, appoint and empower, and pursuant to Section 15(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts.

 

3.      Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[  ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

 

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On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ n ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days (or one business day if such purchase date is the Closing Date) after the written notice is given (unless otherwise waived by the Selling Shareholder and the Company) and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

 

4.    Terms of Public Offering. The Sellers are advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Representative’s judgment is advisable. The Sellers are further advised by the Representatives that the Shares are to be offered to the public initially at $[ n ] a share (the “Public Offering Price”) and to certain dealers selected by the Representatives at a price that represents a concession not in excess of $[ n ] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ n ] a share, to any Underwriter or to certain other dealers.

 

5.    Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [ n ], 2021, or at such other time on the same or such other date, not later than [ n ], 2021, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.”

 

Payment for any Additional Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than [ n ], 2021, as shall be designated in writing by the Representative.

 

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid.

 

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6.    Conditions to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [ n ] (New York City time) on the date hereof.

 

The several obligations of the Underwriters are subject to the following further conditions:

 

(a)            Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

 

(i)         no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission;

 

(ii)        no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred shares issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

(iii)       there shall not have occurred any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus and the Prospectus that, singly or in the aggregate is material and adverse and that makes it, in the Representative’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

 

(b)            The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Sections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

 

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The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened and shall deliver such certificate in his or her capacity as such officer and not his or her personal capacity.

 

(c)            The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Simpson Thacher & Bartlett LLP, U.S. counsel for the Company, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Representative.

 

(d)            The Underwriters shall have received on the Closing Date an opinion of Simpson Thacher & Bartlett LLP, U.S. counsel for the Selling Shareholder, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Representative.

 

(e)            The Underwriters shall have received on the Closing Date an opinion of Stibbe N.V., Dutch counsel for the Company, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Representative.

 

(f)            The Underwriters shall have received on the Closing Date an opinion of Stibbe Avocats, Luxembourg counsel for the Selling Shareholder, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Representative.

 

(g)            The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

 

With respect to the negative assurance letters to be delivered pursuant to Sections ‎6(c) and 6(g) above, Simpson Thacher & Bartlett LLP and Latham & Watkins LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(c) above, Simpson Thacher & Bartlett LLP may rely upon an opinion or opinions of counsel for the Selling Shareholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Shareholder contained herein and in other documents and instruments.

 

The opinions of Simpson Thacher & Bartlett LLP, Stibbe N.V. and Stibbe Avocats described in Sections ‎6(c), 6(d), 6(e) and 6(f) above shall be rendered to the Underwriters at the request of the Company or the Selling Shareholder, as the case may be.

 

(h)            The Underwriters shall have received, on each of the date hereof and the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from RSM US LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

 

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(i)             The Lock-up Agreements between the Representatives and certain shareholders, officers and directors of the Company shall be in full force and effect on the Closing Date.

 

(j)             The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on the applicable Option Closing Date of the following if such Option Closing Date is different than the Closing Date:

 

(i)         a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section ‎6(b) hereof remains true and correct as of such Option Closing Date;

 

(ii)        an opinion and negative assurance letter of Simpson Thacher & Bartlett LLP, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof;

 

(iii)       an opinion of Simpson Thacher & Bartlett LLP, U.S. counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof;

 

(iv)       an opinion of Stibbe N.V., Dutch counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof;

 

(v)        an opinion of Stibbe Avocats, Luxembourg counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof;

 

(vi)       an opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(g) hereof;

 

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(vii)     letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from RSM US LLP, independent public accountants, substantially in the same form and substance as the letters furnished to the Underwriters pursuant to Section 6(h) hereof; provided that the letters delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and

 

(viii)    such other documents as the Representatives may reasonably request with respect to the valid existence of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

 

7.    Covenants of the Company. The Company covenants with each Underwriter as follows:

 

(a)            To furnish, if requested, to the Representatives, without charge, one signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section ‎7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.

 

(b)            Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably objects, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

 

(c)            To furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.

 

(d)            Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

 

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(e)            If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

 

(f)             If, during such period after the first date of the public offering of the Shares as in the reasonable opinion of counsel for the Underwriters, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

 

(g)            If required by applicable law, to endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request.

 

(h)            To make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

 

(i)             To comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

 

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(j)             The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the Restricted Period referred to in Section ‎3.

 

(k)            If at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

 

(l)             The Company shall pay, and shall indemnify and hold the Underwriters harmless against, any Stamp Taxes imposed by any taxing jurisdiction (together with any related documented costs, fines, penalty or interest) in connection with (i) the execution, delivery or enforcement of this Agreement, (ii) the creation, allotment and issuance of the Shares or (iii) the sale and delivery of the Shares to be sold by it to the Underwriters or purchasers procured by the Underwriters; provided that the Underwriters shall furnish to the Company and the Selling Shareholder, as applicable, appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices.

 

(m)           All sums payable by the Company under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of any present or future taxes or similar duties, unless the deduction or withholding is required by law, in which case the Company shall pay such additional amounts as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made; provided, however, that no such additional amounts shall be paid in respect of any taxes or duties that would not have been imposed but for (i) a present or former connection of such Underwriter with the relevant taxing jurisdiction other than the mere entering into of this Agreement, performing its obligations or enforcing its rights hereunder or receipt of payments hereunder or (ii) the failure of such Underwriter to comply with any certification, identification or other reporting requirement which is required by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such taxes or duties and which such Underwriter is legally entitled to comply with.

 

(n)            All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax; provided that the Underwriters shall furnish to the Company appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices.

 

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The Company also covenants with each Underwriter that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) publicly file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares.

 

The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of Common Shares upon the exercise of an option, warrant, equity award or the conversion of a security outstanding on the date hereof as described in each of the Time of Sale Prospectus and Prospectus, (C) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that (i) such plan does not provide for the transfer of Common Shares during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the Restricted Period, (D) any filing by the Company of a Registration Statement on Form S-8 relating to a shares-based compensation plan of the Company and its subsidiaries, inducement award or employee share purchase plan that is disclosed in the Registration Statement, the Time of Sale Prospectus and Prospectus or any assumed employee benefit plan contemplated by clause (F) below, (E) any common shares issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and (F) up to 5.0% of the total number of outstanding shares of the Company’s securities immediately following the issuance of the Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses) and (G) any confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that, in the case of clauses (B), (D) and (E), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 10.0% of the fully diluted share capital of the Company to execute a Lock-Up Agreement for the Restricted Period; provided further that, in the case of clause (F), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto.

 

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If the Representative, in its sole discretion, agrees to release or waive the restrictions on the transfer of Shares set forth in a Lock-up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

 

8.    Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows:

 

(a)            Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate (and in each case demonstrating an exemption from U.S. backup withholding tax), together with all required attachments to such form.

 

(b)            Each Seller will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.

 

(c)            All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of any present or future taxes or similar duties, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amounts as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made; provided, however, that no such additional amounts shall be paid in respect of any taxes or duties that would not have been imposed but for (i) a present or former connection of such Underwriter with the relevant taxing jurisdiction other than the mere entering into of this Agreement, performing its obligations or enforcing its rights hereunder or receipt of payments hereunder or (ii) the failure of such Underwriter to comply with any certification, identification or other reporting requirement which is required by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such taxes or duties and which such Underwriter is legally entitled to comply with.

 

(d)            All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax; provided that the Underwriters shall furnish to the Selling Shareholder appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices.

 

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(e)            The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any Stamp Taxes imposed by any taxing jurisdiction (together with any related documented costs, fines, penalty or interest) in connection with the sale and delivery of the Shares to be sold by it to the Underwriters or purchasers procured by the Underwriters; provided that the Underwriters shall furnish to the Company and the Selling Shareholder, as applicable, appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices.

 

9.    Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and counsel for the Selling Shareholder in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any Stamp Taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA; provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this clause (iv) and for the fees and expenses pursuant to clause (iii) shall not exceed $25,000 in the aggregate, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Shares and all costs and expenses incident to listing the Shares on the NASDAQ Global Market, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft transportation in connection with any road show), (ix) the document production charges and expenses associated with printing this Agreement, (x) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution”, Section 12 entitled “Directed Share Program Indemnification” and the last paragraph of Section 14 below, the Underwriters will pay all of their reasonable and documented costs and expenses, including fees and disbursements of their counsel, any advertising expenses connected with any offers they may make, and travel and lodging expenses incurred by them in connection with any road show, as applicable.

 

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10.  Covenants of the Underwriters. Each Underwriter, severally and not jointly, covenants with the Company that it has not and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

 

11.  Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 of the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (c) below.

 

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(b)            The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) to the same extent as the liability set forth in Section 11(a) above, but only with respect to, in each case, losses, claims, damages and liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Shareholder Information. The liability of the Selling Shareholder under the indemnity agreement contained in this paragraph and the contribution provision of this Section 11 shall be limited to an amount equal to the aggregate Public Offering Price of the Additional Shares sold by the Selling Shareholder under this Agreement less any underwriting discounts and commissions paid to the Underwriters, and shall be limited to any Selling Shareholder Information.

 

(c)            Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Shareholder, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or the Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein , it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Time of Sale Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriters”, and the stabilization information contained in the eleventh paragraph under the caption “Underwriters”.

 

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(d)            In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 11(a), 11(b) or 11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 11 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 11. In case any such proceeding is instituted, the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable and documented fees and disbursements of such counsel related to such proceeding, as incurred. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood and agreed that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control the Selling Shareholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representative. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the authorized persons of the Selling Shareholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

 

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(e)            To the extent the indemnification provided for in Section 11(a), 11(b) or 11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 11(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the Selling Shareholder and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, by the Selling Shareholder or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The liability of the Selling Shareholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Additional Shares sold by such Selling Shareholder under this Agreement less any underwriting discounts and commissions paid to the Underwriters.

 

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(f)             The Company, the Selling Shareholder and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

 

(g)            The indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the Company and the Selling Shareholder contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or an affiliate of an Underwriter, by or on behalf of the Selling Shareholder or any person controlling the Selling Shareholder, or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

 

12.  Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (“Morgan Stanley Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that arise out of, or are based upon, the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Morgan Stanley Entities.

 

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(b)            In case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which indemnity may be sought pursuant to Section 12(a), the Morgan Stanley Entity seeking indemnity shall promptly notify the Company in writing; and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the reasonable and documented fees and disbursements of such counsel related to such proceeding, as incurred. In any such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Morgan Stanley Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for all Morgan Stanley Entities. Any such separate firm for the Morgan Stanley Entities shall be designated in writing by Morgan Stanley. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time a Morgan Stanley Entity shall have requested the Company to reimburse it for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Morgan Stanley Entity in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have been sought hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of the Morgan Stanley Entities from all liability on claims that are the subject matter of such proceeding.

 

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(c)            To the extent the indemnification provided for in Section 12(a) is unavailable to a Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 12(c)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 12(c)(i) above but also the relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities for the Directed Shares, bear to the aggregate Public Offering Price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by the Morgan Stanley Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

 

(d)            The Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this Section 12 were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 12(c). The amount paid or payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley Entities in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 12, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley Entity has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

 

(e)            The indemnity and contribution provisions contained in this Section 12 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.

 

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13.  Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of this Agreement and prior to or on the Closing Date or, in the case of the Additional Shares, any Option Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance in the United States, Netherlands or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representative’s judgment, is material and adverse and which, singly or together with any other event specified in this clause (vi), makes it, in the Representative’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

 

14.  Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

 

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section ‎14 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

 

37 

 

 

 

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable and documented out-of-pocket expenses (including reasonable and documented the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

 

15.            Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company and the Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court. To the extent that the Company and the Selling Shareholder have or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

 

(b)            The Company hereby irrevocably appoints hear.com LLC, with offices at 396 Alhambra Circle, Suite 600, Coral Gables, Florida 33134 as its agent for service of process in any suit, action or proceeding described in clause (a) above and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

 

(c)            The Selling Shareholder hereby irrevocably appoints Sivantos, Inc., with offices at 11400 N. Jog Road, Palm Beach Gardens, Florida 33418, Attention: Legal & Compliance Department, as its agent for service of process in any suit, action or proceeding described in clause (a) above and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Shareholder represents and warrants that such agent has agreed to act as the Selling Shareholder’s agent for service of process, and the Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

 

38

 

 

16.            Judgment Currency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

 

17.            Reserved.

 

18.            Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

 

(b)            The Company and the Selling Shareholder acknowledge that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, the Selling Shareholder or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company and the Selling Shareholder, and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and the Selling Shareholder waive to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

 

(c)            The Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide the Selling Shareholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Shareholder to participate in the offering, enter into a “lock-up” agreement or sell any Shares at the Purchase Price, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

 

39

 

 

19.            Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United State.

 

(b)                   In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

20.            Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

 

40

 

 

21.            Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

 

22.            Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

 

23.            Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; if to the Company shall be delivered, mailed or sent to hear.com N.V., Amsterdamsestraatweg 421, 3551 CL Utrecht, the Netherlands, Attention: Alexandra Katthagen, with copies to William B. Brentani, Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, California 94304 and Nicholas J. Shaw, Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, London EC2Y 9HU, England and if to the Selling Shareholder shall be delivered, mailed or sent to Auris Luxembourg IIIIII S.à r.l., 26A, Boulevard Royal, L-2449 Luxembourg, Attention: Board of Managers, with copies to William B. Brentani, Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, California 94304 and Nicholas J. Shaw, Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, London EC2Y 9HU, England.

 

24.            Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

 

  Very truly yours,
   
  HEAR.COM N.V.
   
   
  By:  
    Name:
    Title:

 

41

 

 

  Auris Luxembourg III S.à r.l.
   
  By:  
    Authorized Representative

 

Accepted as of the date hereof

 

Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC

 

Acting severally on behalf of itself and the several

Underwriters named in Schedule I hereto

 

By: Morgan Stanley & Co. LLC  
     
     
By:    
  Name:  
  Title:  
     

 

By: J.P. Morgan Securities LLC  
     
     
By:    
  Name:  
  Title:  

 

42

 

 

Schedule I

 

Underwriter

 

Number of Firm Shares
To Be Purchased

     

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Deutsche Bank Securities Inc

Goldman Sachs & Co. LLC

BofA Securities, Inc.

William Blair & Company, L.L.C

Truist Securities, Inc.

 

   
Total:  

 

II-1

 

 

SCHEDULE II

 

Time of Sale Prospectus

 

1.Preliminary Prospectus issued [  ].

 

2. ].

 

III-1

 

 

EXHIBIT A

 

[FORM OF LOCK-UP AGREEMENT]

 

[To be drafted under separate cover]

 

1

 

 

EXHIBIT B

 

FORM OF WAIVER OF LOCK-UP

 

_____________, 2021

 

[Name and Address of
Officer or Director
Requesting Waiver]

 

Dear Mr./Ms. [Name]:

 

This letter is being delivered to Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters (the “Underwriters”) in connection with the offering by hear.com N.V. (the “Company”) of _____ common shares, with a nominal value of €0.01 per share in the capital of the Company (the “Common Shares”), and the lock-up agreement dated ____, 2021 (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated ____, 20__, with respect to ____ Common Shares (the “Shares”).

 

The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective _____, 2021; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

 

Except as expressly [waived] [released] hereby, the Lock-up Agreement shall remain in full force and effect.

 

  Very truly yours,
   
  Morgan Stanley & Co. LLC
  J.P. Morgan Securities LLC

 

1

 

 

  Acting severally on behalf of itself and
the several Underwriters named in Schedule I
hereto
   
   
  Morgan Stanley & Co. LLC
   
  By:  
    Name:
   

Title:

     
   
  J.P. Morgan Securities LLC
   
  By:  
    Name:
    Title:

 

cc: Company

 

2

 

 

EXHIBIT C

 

FORM OF PRESS RELEASE

 

[Name of Company]

[Date]

 

hear.com N.V. (the “Company”) announced today that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, the lead book-running managers in the Company’s recent public sale of _____ common shares is [waiving][releasing] a lock-up restriction with respect to ____ common shares of the Company held by [certain executive officers or directors] [an executive officer or director] of the Company. The [waiver][release] will take effect on ____, 2021 , and the shares may be sold on or after such date.

 

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

 

3

EX-3.1 3 tm214804d12_ex3-1.htm EXHIBIT 3.1

 

Exhibit 3.1 

 

 

 

DRAFT

DEED OF AMENDMENT OF

THE ARTICLES OF

ASSOCIATION

 

HEAR.COM N.V.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   
 

 

[·] 2021

 

 

 

 

 

 

 

Draft 14 April 2021 (1)

 

DEED OF AMENDMENT OF

THE ARTICLES OF ASSOCIATION

HEAR.COM N.V.

(unofficial translation)

 

Today, [date] 2021,

 

appeared before me, IJsbrand Cornelis van Straten, civil law notary in Amsterdam:

 

[appearing person].

 

The appearing person declared as follows:

 

the articles of association of hear.com N.V., a public limited company (naamloze vennootschap) having its seat in Utrecht, and registered in the trade register under number 81157959 (the "Company"), were established by deed of incorporation, executed on the tenth of December two thousand and twenty before IJ.C. van Straten, civil law notary in Amsterdam, and were lastly amended on [the fourth of March two thousand and twenty-one] before aforementioned civil-law notary;

 

on [date] 2021, the general meeting of the Company resolved to amend the articles of association of the Company integrally;

 

furthermore, it was decided to authorize the appearing person to effect such amendment of the articles of association; and

 

that these resolutions are evidenced by a (copy of a) written shareholders' resolution to be attached to this deed.

 

Subsequently, the appearing person declared to amend the articles of association of the Company integrally. The articles of association will read as follows:

 

1.definitions

 

1.1.The following definitions shall apply in these articles of association:

 

a.Board: the board of directors of the Company, consisting of Non-Executive Directors and Executive Directors as referred to in article 14.1;

 

b.Board Rules: the internal rules applicable to the Board, as drawn up by the Board;

 

c.CEO: the Company's chief executive officer;

 

d.Chairperson: the chair of the Board;

 

e.Company: hear.com N.V.;

 

f.Depositary Receipts: depositary receipts for Shares;

 

g.Director: a member of the Board;

 

 

(1

 

 

 

Draft 14 April 2021 (2)

 

h.Executive Director: an executive director of the Board;

 

i.EURIBOR: the EURIBOR interest rate, as published by Thomson Reuters or another institution chosen by the Board, for loans with a maturity of three, six, nine or twelve months, whichever has had the highest mathematical average over the financial year (or the relevant part thereof) in respect of which the relevant distribution is made, but in any event no less than zero percent;

 

j.General Meeting: (i) the corporate body consisting of the shareholders of the Company and all other Persons with Voting Rights and (ii) any meeting of shareholders of the Company and other Persons with Meeting Rights, as the case may be;

 

k.Group: has the meaning referred to in article 2:24b of the Dutch Civil Code;

 

l.Group Company: a legal entity or company with which the Company is affiliated in a Group;

 

m.Indemnitee: has the meaning referred to in article 20.1;

 

n.Non-Executive Director: a non-executive director of the Board;

 

o.Ordinary Shares: ordinary shares (gewone aandelen) in the capital of the Company as referred to in article 4.1;

 

p.Payment of Expenses: has the meaning referred to in article 20.3;

 

q.Persons with Voting Rights: holders of Shares with voting rights as well as usufructuaries and pledgees with the right to vote;

 

r.Persons with Meeting Rights: persons with voting rights as well as shareholders who do not have the right to vote;

 

s.Preferred Shares: preferred shares (preferente aandelen) in the capital of the Company as referred to in article 4.1;

 

t.Proceeding: has the meaning referred to in article 20.1;

 

u.Registered Shares: Shares in the capital of the Company in registered form;

 

v.Preferred Distribution: a distribution on Preferred Shares for an amount equal to the Preferred Interest Rate calculated over the aggregate amount paid up on all outstanding Preferred Shares, whereby:

 

×any amount paid up on Preferred Shares (including as a result of an issue of Preferred Shares) during the financial year (or the relevant part thereof) in respect of which the distribution is made shall only be taken into account proportionate to the number of days that elapsed during that financial year (or the relevant part thereof) after those Preferred Shares were paid up;

 

×any reduction of the aggregate amount paid up on Preferred Shares during the financial year (or the relevant part thereof) in respect of which the distribution is made shall be taken into account proportionate to the number of days that elapsed during that financial year (or the relevant part thereof) until such reduction was effected; and

 

(2

 

 

Draft 14 April 2021 (3)

 

×if the distribution is made in respect of a part of a financial year, the amount of the distribution shall be proportionate to the number of days that elapsed during that part of the financial year;

 

w.Preferred Interest Rate: the mathematical average, calculated over the financial year (or the relevant part thereof) in respect of which a distribution is made on Preferred Shares, of the relevant EURIBOR interest rate, plus a margin not exceeding five hundred basis points (500bps) to be determined by the Board each time when, or before, Preferred Shares are issued without Preferred Shares already forming part of the Company's issued share capital;

 

x.Registration Date: with respect to a General Meeting the registration date referred to in article 2:117b of the Dutch Civil Code;

 

y.Shares: Ordinary Shares and Preferred Shares in the capital of the Company;

 

z.Simple Majority: more than half (fifty per cent plus one) of the votes validly cast; and

 

aa.Subsidiary: has the meaning referred to in section 2:24a of the Dutch Civil Code.

 

1.2.The definitions described in article 1.1 will apply both to the singular and the plural of the terms defined.

 

2.NAME AND SEAT

 

2.1.The name of the Company is: hear.com N.V.

 

2.2.The Company has its seat in Utrecht.

 

3.OBJECTS

 

The objects of the Company are:

 

(a)to act as a holding company and, in particular, to acquire, participate in, finance, collaborate with, and conduct the management of companies and other enterprises;

 

(b)to provide advice and other services;

 

(c)to acquire, use and assign industrial and intellectual property rights and real property;

 

(d)to commit itself, provide security and grant guarantees for the debts of legal entities or other companies with which the Company is affiliated or for the debts of third parties, provided, however, that the Company may not grant (and shall procure that its direct and indirect Subsidiaries shall not grant) upstream security and guarantees for the benefit of the Company's direct or indirect shareholders unless the Board unanimously resolves that such upstream security and/or guarantee is in the corporate interest of the Company and/or its direct and indirect Subsidiaries;

 

(3

 

 

Draft 14 April 2021 (4)

 

(e)to borrow, lend and raise funds, including the issuance of bonds, promissory notes or other securities or evidence of indebtedness, and enter into agreements in connection with these activities;

 

(f)to invest funds; and

 

(g)to undertake all actions that are deemed to be necessary to the foregoing, or in furtherance thereof,

 

all in the widest sense of the words.

 

4.AUTHORIZED CAPITAL AND SHARES

 

4.1.The authorized capital of the Company amounts to [EUR amount] and is divided into [number] Ordinary Shares and [number] Preferred Shares, each with a nominal amount of one euro cent (EUR 0.01).

 

4.2.The Shares shall be Registered Shares. Each class of Shares shall be numbered distinctively as determined by the Board.

 

No share certificates (aandeelbewijzen) shall be issued by the Company.

 

The Company may grant its concurrence to the issue of Depositary Receipts in its capital.

 

4.3.The Board may resolve that one or more Shares are divided into such number of fractional Shares as may be determined by the Board. Unless specified differently, the provisions of these articles of association concerning Shares and shareholders apply mutatis mutandis to fractional Shares and the holders thereof, respectively.

 

4.4.Where in these articles of association reference is made to Shares and/or shareholders without any other designation, this shall be understood to mean Ordinary Shares and Preferred Shares or their respective holders collectively.

 

5.ISSUE OF SHARES

 

5.1.Shares shall be issued pursuant to a resolution of the General Meeting upon the proposal of the Board, or pursuant to a resolution of the Board if designated thereto by the General Meeting for a period not exceeding five years. At the designation, the number of Shares that may be issued by the Board shall be determined. The designation may be extended from time to time for a period not exceeding five years, pursuant to a resolution of the General Meeting upon the proposal of the Board.

 

5.2.Unless determined otherwise in the designation, the designation of the Board as the corporate body authorised to resolve to issue Shares cannot be revoked.

 

5.3.The resolution to issue Shares shall contain the price and further terms of issue.

 

5.4.Issue of Ordinary Shares shall never be below par, without prejudice to the provisions of section 2:80 paragraph 2 of the Dutch Civil Code, and with due observance of the (further) provisions of sections 2:80, 2:80a and 2:80b of the Dutch Civil Code. The Company may at its discretion make a call in respect of the monies unpaid on such Shares.

 

Preferred Shares may be issued against partial payment, provided that the mandatory part of the nominal value to be paid-up for all Preferred Shares – regardless of when issued – must be equal, and that upon issuance of a Preferred Share at least one-fourth of the nominal value must be paid-up.

 

(4

 

 

 

Draft 14 April 2021 (5)

 

5.5.The Board may resolve that the issuance of Shares takes place at the expense of the reserves or profits of the Company.

 

5.6.The Board is authorized, without the prior approval of the General Meeting, to perform legal acts within the meaning of section 2:94 of the Dutch Civil Code.

 

5.7.The preceding paragraphs of this article shall apply mutatis mutandis to the granting of rights to subscribe for Shares, but not to the issue of Shares to a person who exercises a previously acquired right to subscribe for Shares.

 

6.PRE-EMPTIVE RIGHT

 

6.1.Without prejudice to the applicable provisions of Dutch law, upon the issue of Ordinary Shares, each holder of Ordinary Shares has a pre-emptive right in proportion to the aggregate amount of its Ordinary Shares.

 

No pre-emptive rights are attached to Preferred Shares and holders of Preferred Shares shall have no pre-emption rights in respect of the issue of Ordinary Shares or Preferred Shares.

 

6.2.In deviation of article 6.1, holders of Ordinary Shares shall not have pre-emptive rights in respect of i) the issue of Preferred Shares, ii) the issue of Ordinary Shares against payment other than in cash or iii) the issue of Ordinary Shares, or the granting of rights to acquire Ordinary Shares, to employees of the Company or of a Group Company. Furthermore, shareholders shall have no pre-emptive right to Shares that are issued to a party exercising a previously acquired right to subscribe for Shares.

 

6.3.The pre-emptive right of the holders of Ordinary Shares may be restricted or excluded pursuant to a resolution of the General Meeting upon proposal by the Board, or pursuant to a resolution of the Board if designated thereto by the General Meeting for a period not exceeding five years. The designation may be extended from time to time for a period not exceeding five years by a resolution of the General Meeting upon proposal by the Board. Unless determined otherwise in the designation, the designation of the Board as the corporate body authorised to restrict or to exclude the pre-emptive right cannot be revoked.

 

6.4.A resolution of the General Meeting to restrict or exclude the pre-emptive right upon proposal by the Board or to designate the Board as referred to in this article 6.3 requires a majority of at least two thirds of the votes cast if less than half of the issued capital is represented at the meeting.

 

6.5.When rights to subscribe for Ordinary Shares are granted, holders of Ordinary Shares shall have a pre-emptive right, unless articles 6.2 or 6.3 apply; the preceding provisions of this article shall apply mutatis mutandis to the granting of rights to subscribe for Ordinary Shares.

 

6.6.The term Shares, Ordinary Shares or Preferred Shares as used in this article shall include Depositary Receipts for such Shares, Ordinary Shares or Preferred Shares, as applicable.

 

7.OWN SHARES

 

7.1.The acquisition by the Company of Shares in its own capital which have not been fully paid up shall be null and void.

 

(5

 

 

 

Draft 14 April 2021 (6)

 

7.2.The Company may only acquire fully paid up Shares in its own capital (i) for no consideration, (ii) for the purpose of transferring such Shares, by virtue of an applicable employee stock purchase plan, to persons employed by the Company or by a Group Company, provided that such Shares are listed on the official list of a stock exchange or (iii) if and to the extent that the General Meeting has authorised the Board for this purpose upon the proposal of the Board and all other relevant statutory requirements of section 2:98 of the Dutch Civil Code are observed.

 

7.3.An authorisation as referred to in article 7.2 remains valid for no longer than eighteen months. When granting such authorisation, the General Meeting shall determine the number of Shares that may be acquired, how they may be acquired and within which range the acquisition price must be. An authorisation shall not be required for the Company to acquire Ordinary Shares in its own capital in order to transfer them to employees of the Company or of a Group Company pursuant to an arrangement applicable to them, provided that these Shares are included on the official list of a stock exchange.

 

7.4.Without prejudice to articles 7.1 through 7.3, the Company may acquire Shares in its own capital for cash consideration or for consideration satisfied in the form of assets. In the case of a consideration being satisfied in the form of assets, the value thereof, as determined by the Board, must be within the range stipulated by the General Meeting as referred to in article 7.3.

 

7.5.The Company is not entitled to any distributions from Shares in its own capital. In the calculation of the distribution of profits, the Shares as referred to in the previous sentence shall be disregarded unless said Shares are subject to a right of pledge on such Shares if the pledgee is entitled to the distributions on the Shares or a right of usufruct has been vested for the benefit of a party other than the Company.

 

7.6.No vote may be cast at the General Meeting for Shares held by the Company or by a Subsidiary. However, usufructuaries or pledgees of Shares that belong to the Company or a Subsidiary shall not be excluded from exercising their right to vote if the right of usufruct or pledge was created before the Shares belonged to the Company or a Subsidiary. The Company or a Subsidiary cannot cast a vote for a Share on which it has a right of usufruct or pledge. In determining the extent to which the shareholders vote, are present or represented, or the extent to which the share capital is provided or represented, the Shares on which, by the articles of association or by Dutch law, no vote may be cast shall not be taken into account.

 

7.7.The Board is authorised to dispose of Shares held by the Company.

 

7.8.The term Shares as used in this article shall include Depositary Receipts.

 

8.FINANCIAL ASSISTANCE

 

8.1.The Company may not provide collateral, guarantee the price, otherwise guarantee or bind itself jointly or severally with or for third parties, for the purpose of the subscription or acquisition by third parties of Shares in its capital. This prohibition shall also apply to its Subsidiaries.

 

8.2.The Company and its Subsidiaries may not provide loans for the purpose of the subscription or acquisition by third parties of Shares in the capital of the Company, unless the Board resolves to do so and the requirements described in section 2:98c of the Dutch Civil Code are met.

 

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8.3.Articles 8.1 and 8.2 shall not apply if Shares or Depositary Receipts are subscribed for or acquired by or for employees of the Company or a Group Company.

 

9.REDUCTION OF CAPITAL

 

9.1.With due observance of the provisions of section 2:99 of the Dutch Civil Code, the General Meeting may at the proposal of the Board resolve to reduce the issued capital either by cancellation of Shares or by reducing the nominal value of the Shares by amendment of the articles of association. This resolution must designate the Shares to which the resolution pertains and must regulate the implementation of the resolution.

 

9.2.A resolution to cancel Shares may only relate to:

 

(a)Shares held by the Company itself or in respect of which the Company holds the Depository Receipts;

 

(b)all outstanding Preferred Shares, with repayment of the amounts paid up in respect thereof and provided that, to the extent allowed under articles 27.1 and 27.5, a distribution is made on those Preferred Shares, in proportion to the amounts paid up on those Preferred Shares, immediately prior to such cancellation becoming effective, for an aggregate amount of:

 

1.the total of all Preferred Distributions (or parts thereof) in relation to financial years prior to the financial year in which the cancellation occurs, to the extent that these should have been distributed but have not yet been distributed as described in article 29.2; and

 

2.the Preferred Distribution calculated in respect of the part of the financial year in which the cancellation occurs, for the number of days that have elapsed during such part of the financial year prior to the cancellation becoming effective.

 

9.3.For a resolution of the General Meeting to reduce the issued capital, a majority of at least two thirds of the votes cast shall be required if less than half of the issued capital is represented at the meeting.

 

9.4.A resolution to reduce the Company's issued share capital, shall require a prior or simultaneous approval from the meeting of the respective class of Shares whose rights are prejudiced. Article 9.3 applies mutatis mutandis to a resolution referred to in this article 9.4.

 

10.SHAREHOLDERS' REGISTER

 

10.1.In accordance with the applicable statutory provisions in respect of registered Shares, a register of shareholders shall be kept by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may in whole or in part be kept in more than one copy and at more than one address.

 

10.2.The Shares, including their respective class, as held by the shareholders as well as the names and addresses of all shareholders shall be recorded in the register of shareholders, as well as such information as required by Dutch law or considered appropriate by the Board.

 

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10.3.The form and the contents of the register of shareholders shall be determined by the Board, with due observance of this article 10.

 

10.4.If a shareholder notifies the Company of an electronic address to record this address in the register of shareholders, this address shall then be considered to be recorded for the purpose of receiving all notifications, announcements and statements as well as convocations for General Meetings by electronic means, should the Company choose to send out such notifications, announcements and statements. A notice sent by electronic means must be legible and reproducible. Shareholders cannot demand the Company to send out notifications, announcements or statements, unless prescribed by Dutch law or these articles of association.

 

10.5.Upon its request, a shareholder shall be provided with an extract from the register of shareholders with regard to its Shares free of charge, and such extract may be validly signed on behalf of the Company by a person to be designated for that purpose by the Board.

 

10.6.The provisions of this article 10 shall apply accordingly to usufructuaries and pledgees of Shares.

 

11.TRANSFER OF SHARES, USUFRUCT, PLEDGE

 

11.1.A transfer of a Share takes place in accordance with the applicable provisions of Dutch law.

 

11.2.The provision of article 11.1 shall apply mutatis mutandis to the creation or release of a right of usufruct and a right of pledge, provided that the creation of a right of pledge on Preferred Shares shall require the prior approval of the Board.

 

A right of pledge may also be established on a Share without acknowledgement by or service on the Company. In such cases, section 3:239 of the Dutch Civil Code shall apply accordingly, whereby the notification by a shareholder as referred to in section 3:239 paragraph 3 of the Dutch Civil Code, shall be replaced by acknowledgement by or by serving written notice upon the Company.

 

11.3.The provision of article 11.1 shall apply mutatis mutandis to the allotment of Shares in the event of a partition of any community.

 

11.4.For as long as one or more Ordinary Shares are admitted to trading on the New York Stock Exchange, the NASDAQ Stock Market or any other regulated stock exchange operating in the United States of America, the property regime of the Ordinary Shares listed in the register maintained by the relevant transfer agent shall be governed by the laws of the State of New York, United States of America, without prejudice to the applicable provisions of Sections 4 and 5 of Title 10 of Book 10 of the Dutch Civil Code.

 

12.transfer of preferred shares

 

12.1.Any transfer of Preferred Shares shall require the prior approval of the Board. A shareholder wishing to transfer Preferred Shares must first request the Board to grant such approval and must specify the name and the address of the proposed transferee and the price or other consideration which the proposed transferee is willing to pay or give.

 

For the avoidance of doubt, the transfer of Ordinary Shares is not subject to transfer restrictions under these articles of association.

 

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12.2.If its approval is withheld the Board must at the same time designate one or several interested buyers who are willing and able to buy all the Preferred Shares to which the request for approval relates

 

12.3.The approval of the Board shall be deemed to have been granted:

 

(a)if no resolution granting or denying the approval has been passed by the Board within three months after the Company has received the request for approval of the intended transfer; or

 

(b)if the Board, when denying the approval, does not notify the requesting shareholder of the identity of one or more interested parties willing to purchase the relevant Preferred Shares.

 

12.4.If the Board denies the approval and notifies the requesting shareholder of the identity of one or more interested parties, the requesting shareholder shall notify the Board within two weeks after having received such notice whether:

 

(a)it withdraws its request for approval, in which case the requesting shareholder must not transfer the relevant Preferred Shares to the proposed transferee; or

 

(b)it accepts the interested party(ies), in which case the requesting shareholder shall promptly enter into negotiations with the interested party(ies) regarding the price to be paid for the relevant Preferred Shares.

 

12.5.If the requesting shareholder does not notify the Board of its choice in a timely fashion, it shall be deemed to have withdrawn its request for approval, in which case it must not transfer the relevant Preferred Shares to the proposed transferee.

 

12.6.If an agreement is reached in the negotiations referred to in article 12.4(b)within two weeks after the end of the period referred to in article 12.4, the relevant Preferred Shares shall be transferred for the agreed price within three months after such agreement having been reached. If no agreement is reached in these negotiations in a timely fashion:

 

(a)the requesting shareholder shall promptly notify the Board thereof; and

 

(b)the price to be paid for the relevant Preferred Shares shall be equal to the value thereof, as determined by one or more independent experts to be appointed by the requesting shareholder and the interested party(ies) by mutual agreement.

 

12.7.If no agreement is reached on the appointment of the independent expert(s) as referred to in article 12.6(b) within two weeks after the end of the period referred to in article 12.6:

 

(a)the requesting shareholder shall promptly notify the Board thereof; and

 

(b)the requesting shareholder shall promptly request the president of the district court in whose district the Company has its corporate seat to appoint three independent experts to determine the value of the relevant Preferred Shares.

 

12.8.If and when the value of the relevant Preferred Shares has been determined by the independent expert(s), irrespective of whether appointed by mutual agreement or by the president of the relevant district court, the requesting shareholder shall promptly notify the Board of the value so determined. The Board shall then promptly inform the interested party(ies) of such value, following which the/each interested party may withdraw from the sale procedure by giving notice thereof the Board within two weeks.

 

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12.9.If any interested party withdraws from the sale procedure in accordance with article 12.8, the Board:

 

(a)shall promptly inform the requesting shareholder and the other interested party(ies), if any, thereof; and

 

(b)shall give the opportunity to the/each other interested party, if any, to declare to the Board and the requesting shareholder, within two weeks, its willingness to acquire the Preferred Shares having become available as a result of the withdrawal, for the price determined by the independent expert(s) (with the Board being entitled to determine the allocation of such Preferred Shares among any such willing interested party(ies) at its absolute discretion).

 

12.10.If it becomes apparent to the Board that all relevant Preferred Shares can be transferred to one or more interested parties for the price determined by the independent expert(s), the Board shall promptly notify the requesting shareholder and such interested party(ies) thereof. Within three months after sending such notice the relevant Preferred Shares shall be transferred.

 

12.11.If it becomes apparent to the Board that not all relevant Preferred Shares can be transferred to one or more interested parties for the price determined by the independent expert(s):

 

(a)the Board shall promptly notify the requesting shareholder thereof; and

 

(b)the requesting shareholder shall be free to transfer all relevant Preferred Shares, provided that the transfer takes place within three months after having received the notice referred to in paragraph (a).

 

12.12.The Company may only be an interested party under this article 12 with the consent of the requesting shareholder.

 

12.13.A transfer of the Preferred Shares to which the request for approval relates must take place within three months after the approval of the Board has been granted or is deemed to have been granted pursuant to article 12.3.

 

12.14.All notices given pursuant to this article 12 shall be provided in writing.

 

12.15.Those expenses incidental to the transfer incurred by the Company may be charged to the transferee.

 

12.16.The preceding provisions of this article 12 do not apply:

 

(a)to the extent that a shareholder is under a statutory obligation to transfer Preferred Shares to a previous holder thereof;

 

(b)if it concerns a transfer in connection with an enforcement of a pledge pursuant to section 3:248 of the Dutch Civil Code in conjunction with section 3:250 of de Dutch Civil Code or 3:251 of the Dutch Civil Code; or

 

(c)if it concerns a transfer to the Company, except in the case that the Company acts as an interested party pursuant to article 12.12.

 

12.17.This article 12 applies mutatis mutandis in case of a transfer of rights to subscribe for Preferred Shares.

 

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13.USUFRUCT, PLEDGE, JOINT OWNERSHIP

 

13.1.The shareholder shall have the right to vote on Shares subject to a usufruct or pledge, unless the right to vote was granted to the usufructuary or pledgee with due observance of sections 2:88 and 2:89 of the Dutch Civil Code respectively.

 

13.2.A shareholder without the right to vote and a usufructuary and pledgee with the right to vote shall have the rights conferred by Dutch law upon holders of Depositary Receipts issued with the cooperation of the Company. A usufructuary and pledgee without the right to vote shall not have the rights as referred to in the preceding sentence.

 

13.3.If one or more Shares or a usufruct in or pledge on one or more Shares are jointly held by two or more persons, the Board may decide that the joint owners thereof shall only be represented vis-à-vis the Company by one person jointly designated by them in writing. In the absence of such designation, all rights attached to the relevant Shares shall be suspended, except the right to receive distributions, which will be made to one of the joint owners at the option of the Company. The Board may grant an exemption for the requirement of the previous sentence, including (but not limited to) Shares that are kept in custody by a securities clearing or settlement institution acting as such in the ordinary course of its business. The Board may determine the conditions of such exemption.

 

14.BOARD – COMPOSITION

 

14.1.The Company shall have a Board consisting of Executive Directors and Non-Executive Directors. The Board shall determine the number of Executive Directors and the number of Non-Executive Directors.

 

Only individuals can serve as Directors.

 

In the event of a vacancy on the Board, the Board shall continue to be validly constituted by the remaining Directors.

 

14.2.The Board shall elect a Non-Executive Director as Chairperson.

 

14.3.The Board shall elect an Executive Director as CEO. The Board may dismiss the CEO, provided that the CEO so dismissed shall continue the term of office as an Executive Director without having the title of CEO. The Board may also, at its sole discretion, grant other titles to Directors.

 

14.4.In the event that one or more Directors are absent or prevented from acting, the Board may elect a person (whether or not a Director) or persons, as the case may be, to temporarily fill a vacancy or vacancies until the General Meeting has appointed a new Director or Directors in accordance with article 15. In the event that all Directors are absent or prevented from acting, the management of the Company shall be attributed to the person who most recently ceased to hold office as the Chairperson or a person appointed by such former Chairperson. If such former Chairperson is unwilling or unable to accept that position or to appoint another person, then the General Meeting shall appoint a person for that purpose to be temporarily entrusted with the management of the Company.

 

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If all Directors are absent or prevented from acting, and the former Chairperson is not able or willing to accept and has not acted as indicated above, and the General Meeting has not appointed a person as indicated above, or such person is unable or unwilling to perform the management of the Company temporarily, Persons with Meeting Rights who collectively represent at least ten percent (10%) of the Company's issued share capital shall be authorized to convene a General Meeting for the sole purpose of the appointment of a Director, or a person who is willing and able to perform the management of the Company temporarily.

 

14.5.A Director shall be considered to be prevented from acting within the meaning of article 14.4:

 

(a)during the existence of a vacancy on the Board, including as a result of:

 

×death;
×dismissal by the General Meeting, other than at the proposal of the Board;
×voluntary resignation before the term of office has expired; or
×suspension,

 

    provided that the Board may always decide to decrease the number of Directors such that a vacancy no longer exists;

  

(b)in a period during which the Company has not been able to contact him (including as a result of illness), provided that such period lasted longer than five consecutive days or such other period as determined by the Board on the basis of the facts and circumstances at hand; and

 

(c)in the deliberations and decision-making of the Board on matters in relation to which the Director has declared to have, or in relation to which the Board has established that the Director has, a conflict of interests as described in article 17.8.

 

15.BOARD – APPOINTMENT, SUSPENSION AND DISMISSAL

 

15.1.Directors shall be appointed by the General Meeting based on a binding nomination drawn up by the Board in accordance with section 2:133 Dutch Civil Code.

 

The resolution of the General Meeting shall specify whether a Director is appointed as Executive Director or as Non-Executive Director, taking into account article 14.1.

 

15.2.At a General Meeting, votes in respect of the appointment of a Director can only be cast for candidates named in the agenda of the meeting or explanatory notes thereto.

 

15.3.In the event the list of candidates contains one candidate for each vacancy to be filled, the proposed candidate shall be appointed in accordance with article 2:133 paragraph 3 of the Dutch Civil Code, unless the binding nature of the nomination was overruled by the General Meeting in accordance with article 15.4.

 

15.4.In the event the Board exercises its right to prepare a binding nomination, the General Meeting may overrule the binding nature of such nomination by a resolution of the General Meeting, which resolution requires at least two thirds of the votes cast, with the total number of Shares voting representing more than half of the issued share capital.

 

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In such event the Board may draw up a new binding nomination to be submitted to a subsequent General Meeting.

 

A second meeting as referred to in section 2:120(3) of the Dutch Civil Code cannot be convened.

 

15.5.If the Board fails to make use of its right to submit a binding nomination for a Director or fails to do so within twenty days, the General Meeting shall be unrestricted in its appointment of such Director.

 

Prior to the appointment, the General Meeting shall be provided with information regarding any position of the potential Director has at other legal entities. The absence or inaccuracy of such information regarding the potential Director shall not affect the validity of the resolution to appoint the relevant Director.

 

15.6.Each Director shall be appointed for such period as provided in the relevant proposal, provided that unless the Director has resigned or is removed at an earlier date, or if specified otherwise in the relevant proposal or binding nomination for the appointment, the term of office shall ultimately lapse immediately after the day of the first General Meeting, to be held after the period for which the Director was last appointed has lapsed.

 

A Director may be re-appointed with due observance of the preceding sentence.

 

15.7.Subject to the following provisions, Directors may at any time be suspended or dismissed by the General Meeting. In addition, the Board may at any time suspend an Executive Director.

 

A resolution for suspension or dismissal of a Director pursuant to and in accordance with a proposal thereto by the Board can only be adopted by the General Meeting by a Simple Majority.

 

A resolution for suspension or dismissal of a Director other than pursuant to and in accordance with a proposal thereto by the Board requires majority of at least two thirds of the votes cast representing more than half of the issued capital.

 

For the suspension or dismissal of a Director, a second meeting as referred to in section 2:120(3) of the Dutch Civil Code cannot be convened.

 

15.8.A suspension may last no longer than three months in total, including any extensions of the suspension.

 

16.BOARD – remuneration

 

16.1.The Company shall have a remuneration policy with respect to the Board.

 

The remuneration policy is determined and afterwards amended upon a proposal of the Board by way of a resolution adopted by the General Meeting for that purpose with a Simple Majority.

 

The amount of the remuneration and other terms and benefits of each individual Non-Executive Director shall be determined by the General Meeting upon the proposal of the Board, with due observance of the remuneration policy.

 

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The amount of the remuneration and other terms and benefits of each individual Executive Director shall be determined by the Board, with due observance of the remuneration policy, taking into account the provisions of article 17.5.

 

16.2.The Board shall submit proposals concerning arrangements in the form of Shares or rights to subscribe for Shares to the General Meeting for approval. This proposal must at least include the number of Shares or rights to subscribe for Shares that may be awarded to the Board and which criteria apply for such awards or changes thereto. The absence of the approval of the General Meeting shall not affect the powers of representation.

 

17.BOARD – DECISION MAKING PROCESS
  
17.1.Each Director participating in the deliberations and decision-making process with respect to a matter at a meeting of the Board may cast one vote with respect to such matter

 

17.2.The Board and the Non-Executive Directors (separately) shall adopt resolutions by a Simple Majority, unless these articles of association or the Board Rules provide otherwise.

 

Blank votes shall be considered null and void.

 

Invalid votes and abstentions shall not be counted as votes cast. Directors who casted an invalid or blank vote or who abstained from voting shall be taken into account when determining the number of Directors who are present or represented at a meeting of the Board.

 

17.3.The Board may determine in writing, in or pursuant to the Board Rules or otherwise pursuant to resolutions adopted by the Board, that i) one or more Directors can validly pass resolutions in respect of matters which fall under his or her or their duties or ii) that the Chairperson has a casting vote with respect to certain resolutions of the Board.

 

17.4.Each Director may be represented at meetings of the Board only by another Director, who must be duly authorized for each particular meeting of the Board.

 

17.5.The Executive Directors shall not participate in the decision-making and deliberation concerning the determination of the compensation of Executive Directors.

 

17.6.Directors may participate in a meeting of the Board by means of telephone, video or electronic conference or other appropriate communications equipment, provided that all Directors participating in the meeting can hear, and be heard by, one another, and participation in a meeting in such a manner shall constitute presence in person at such meeting, and provided that such meetings are initiated from the Netherlands and at least a majority of the Directors participating in the meeting is physically present.

 

17.7.The Board may also adopt resolutions without holding a meeting, provided this is done in writing, by telefax, or by electronic mail and none of the Directors has objected to adopting resolutions in this manner.

 

17.8.A Director may not participate in the deliberations and the decision-making process of the Board concerning any subject in which he or she has a direct or indirect personal interest which conflicts with the interest of the Company and the business enterprise it operates. In such event, the other Directors shall be authorized to adopt the resolution.

 

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If, as a result thereof, no resolution can be passed by the Board, the resolution may nevertheless be passed by the Board as if none of the Directors has a conflict of interests as described in the previous sentence.

 

17.9.Resolutions of the Board regarding a substantial change in the identity or the nature of the Company and the business enterprise it operates as referred to in section 2:107a of the Dutch Civil Code, shall be subject to the approval of the General Meeting.

 

18.BOARD – RULES AND COMMITTEES

 

18.1.In addition to the provisions of these articles of association, the Board may adopt, amend and revoke the Board Rules with respect to holding meetings and regulating its decision-making process.

 

The Board is authorized to allocate its duties among the Directors, provided that the resolution to that effect is passed unanimously in a meeting in which all Directors are present, and that such allocation is laid down in writing.

 

The resolution to adopt or to amend the internal regulations, or to allocate the Board' duties, do not require the approval of the General Meeting.

 

18.2.The Board shall establish the committees it is required to have and may furthermore establish such committees as it may deem desirable. The Board shall determine the tasks, powers and names of the committees.

 

The Board shall draw up rules concerning the organization, decision-making and other internal matters of its committees.

 

19.REPRESENTATION

 

19.1.The Company shall be represented by the Board.

 

Except for the Board, the authority to represent the Company is also vested in each Executive Director acting individually.

 

In the event that a Director is absent or prevented from acting, the person that is temporarily entrusted with the management of the Company in his or her place, shall be authorized to represent the Company in accordance with the provisions of this article.

 

19.2.The Board is authorized to engage in legal transactions in which special obligations are imposed on the Company, relating to the subscription of Shares, concerning the acquisition of Shares upon terms differing from those upon which participation in the Company is offered to the public or legal transactions that concern contributions on Shares other than in cash, without the prior approval of the General Meeting.

 

19.3.Without prejudice to its own responsibility, the Board may appoint one or more individuals having authority to represent the Company, and, by giving a power of attorney, to grant such officers any title or authority as the Board may determine.

 

20.Indemnification of Officers and Directors

 

20.1.Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or other nature (hereinafter a "Proceeding"), whether brought by or in the name of the Company or otherwise, by reason of the fact that he or she is or was a Director or an officer of the Company and/or Group Company (hereinafter an "Indemnitee"), shall be indemnified and held harmless by the Company to the fullest extent authorized by applicable law, including, but not limited to Dutch law, as may be amended from time to time (but, in the case of such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all costs, expense, liability, loss, damages and claims (including attorneys' fees, judgments, fines or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, regardless of whether the claim relates to personal damages or damages incurred by third parties, including:

 

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(a)the costs of conducting a defence against claims (also including claims by the Company) or a settlement based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company's request;

 

(b)any damages payable by them as a result of an act or failure to act as referred to under (a) above,

 

provided, however, that the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

 

20.2.No indemnification pursuant to article 20.1 shall be made to any Indemnitee in respect of any claim, issue or matter:

 

(a)as to which such person shall have been adjudged in a final and non-appealable judgment by a competent court or arbitral tribunal to be liable for a personal fraud, willful recklessness (bewuste roekeloosheid) or willful misconduct (opzet) in the performance of his duty as a Director or officer unless a court shall determine that such person is fairly and reasonably entitled to such compensation despite the adjudication of such liability; or

 

(b)as a result of a violation of criminal law (except for the costs, fines or financial sanctions as a result of the civil law consequences of a violation of criminal law), to the extent that such fines are imposed by a final and non-appealable court decision on the ground that the Director himself is personally liable for a violation of criminal law;

 

(c)to the extent any related costs and losses have been insured and reimbursed or paid to such person under any applicable insurance policy.

 

20.3.The right to indemnification conferred in article 20.1 shall include, to the fullest extent authorized by applicable law, the right to be paid by the Company the expenses (including attorneys' fees) incurred in defending any such Proceeding prior to a court order and/or preparation of a settlement (hereinafter a "Payment of Expenses"). The rights to indemnification and to the Payment of Expenses conferred in article 20.1 and 20.3 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.

 

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20.4.An Indemnitee is obliged to inform the Company as soon as practically possible about any claim, issue or matter or any circumstance that could lead to a claim, issue or matter in respect of which indemnification may be sought.

 

20.5.Any sums paid or payable by any Indemnitee in accordance with this clause, will be reimbursed to such Indemnitee or paid directly by the Company promptly following notice to the Company.

 

20.6.The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company and/or Group Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under any applicable law.

 

20.7.If this article 20 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any Proceeding, to the fullest extent permitted by any applicable portion of this article that shall not have been invalidated and to the fullest extent permitted by applicable law.

 

21.GENERAL MEETING – MEETINGS, CONVENING AND HOLDING MEETINGS

 

21.1.Annually, at least one General Meeting shall be held. This annual General Meeting shall be held within six months after the financial year of the Company has ended. The date of the annual General Meeting shall be determined by the Board.

 

21.2.Extraordinary General Meetings shall be held as often as the Board deems necessary.

 

21.3.General meetings shall be held in the municipality where the Company has its statutory seat, Amsterdam, Eindhoven, Rotterdam, The Hague or the municipality Haarlemmermeer (including Schiphol Airport).

 

21.4.A General Meeting shall be convened by the Board in accordance with the provisions of these articles of association and Dutch law.

 

21.5.The convocation notice shall contain the date and place of the meeting and the proceedings for registration. On or before the date stated in the convocation notice, any proxies must be received by the Company at the address indicated in the convocation notice.

 

21.6.One or more Persons with Meeting Rights who collectively represent at least the part of the Company' issued share capital prescribed by Dutch law for this purpose may request the Board in writing to convene a General Meeting, setting out in detail the matters to be discussed. If the Board has not taken the steps necessary to ensure that the General Meeting could be held within the relevant statutory period after the request, the requesting person(s) with meeting rights may be authorized, at their request, by the court in preliminary relief proceedings to convene a General Meeting.

 

21.7.Any matter of which the discussion has been requested in writing by one or more Persons with Meeting Rights who, individually or collectively, represent at least the part of the Company’s issued share capital prescribed by Dutch law for this purpose shall be included in the convening notice or announced in the same manner, if the Company has received the substantiated request or a proposal for a resolution no later than on the sixtieth day prior to that of the General Meeting.

 

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21.8.Persons with Meeting Rights who wish to exercise their rights as described in articles 21.6 and 21.7 should first consult the Board. If the intended exercise of such rights might result in a change to the Company’s strategy, including by dismissing, appointing or suspending one or more Directors, or such other subjects as from time to time stipulated by Dutch law for that purpose, and such exercise of rights is considered by the Board as a request that is materially contrary to the interest of the Company and its enterprise, the Board, with approval of the Non-Executive Directors, shall be given the opportunity to invoke a reasonable period to respond to such intention. Such period shall not exceed the term stipulated by Dutch law for that purpose.

 

The Person(s) with Meeting Rights concerned should respect the response time stipulated by the Board. If invoked, the Board shall use such response period for further deliberation and constructive consultation, in any event with the person(s) with meeting rights concerned, and shall explore the alternatives. At the end of the response time, the Board shall report on this consultation and the exploration of alternatives to the General Meeting. This shall be supervised by the Non-Executive Directors.

 

21.9.The response period as referred to in article 21.8 may be invoked only once for any given General Meeting and does not apply:

 

(a)in respect of a matter for which a response period has been previously invoked; or

 

(b)if a shareholder holds at least seventy-five per cent (75%) of the Company's issued share capital as a consequence of a successful public bid.

 

21.10.A resolution shall not be considered to have been proposed by the Board if such resolution has been included in the convening notice or announced in the same matter by or at the request of one or more Persons with Meeting Rights pursuant to articles 21.7 and 21.8, unless the Board has expressly indicated its support of such resolution in the agenda of the General Meeting concerned or in the explanatory notes thereto.

 

21.11.A person entitled to attend the meeting may be represented by a person holding a written proxy for the purpose of exercising his or her rights in a General Meeting. The requirement that the proxy is in writing is met if such proxy is recorded electronically.

 

21.12.The Board shall provide the General Meeting with all requested information unless this would be contrary to an overriding interest of the Company. If the Board invokes an overriding interest, it must give reasons.

 

22.General meeting – entitlement to attend General Meetings

 

22.1.Shareholders as well as other Persons with Voting Rights or Persons with Meeting Rights, are entitled, in person or through an attorney authorised in writing for the specific meeting, to attend the General Meeting, to address the meeting and, in so far they have such right, to vote.

 

22.2.If the Board or Dutch law so determines, persons entitled to attend the General Meeting are those who at the Registration Date referred to in Dutch law have these rights and have been registered as such in a register designated by the Board for that purpose, regardless of who would have been entitled to attend the General Meeting if no Registration Date would apply. The convocation notice for the General Meeting shall state the Registration Date and the manner in which the persons entitled to attend the General Meeting may register and exercise their rights.

 

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22.3.If the Board has decided that votes may be cast electronically or by post as referred in in article 24.5, and has imposed conditions on the use of the electronic means of communication, such conditions must be announced in the convening notice.

 

22.4.The holder of a written proxy from a person with meeting rights who is entitled to attend a General Meeting shall only be admitted to that General Meeting if the proxy is deter-mined to be acceptable by the chair of that General Meeting.

 

22.5.At the request of or on behalf of the chair of the General Meeting, each person who wishes to attend the General Meeting has to sign the attendance list.

 

Furthermore, admission shall be given to the persons whose attendance at the General Meeting is approved by the chair.

 

23.General Meeting – chair, MINUTES

 

23.1.The General Meetings shall be chaired by one of the following individuals, taking into account the following priority: i) the Chairperson, ii) the CEO, iii) a Director who is chosen by the Directors present at the General Meeting from their midst; or iv) by another person appointed by the General Meeting. The person that would be the chair based on the preceding sentence, may designate another person to act as chair of the General Meeting.

 

23.2.The chair shall decide on all disputes with regard to voting, admitting people, including by General Meetings held by electronic means and, in general the procedure at the General Meeting, insofar as this is not provided for by the articles of association or by Dutch law.

 

The ruling pronounced by the chair of the General Meeting in respect of the outcome of any vote taken at a General Meeting shall be decisive. The same shall apply to the contents of any resolution adopted.

 

23.3.The General Meetings shall be conducted in English. The chair of the General Meeting may determine to conduct the General Meeting in a language other than the English language.

 

23.4.Minutes shall be kept of the items dealt with at the General Meeting.

 

The chair of the General Meeting shall appoint another person present at the General Meeting to act as secretary and to minute the proceedings at the General Meeting. The minutes of a General Meeting shall be adopted by the chair of that General Meeting or by the Board.

 

Any Director as well as the chair of the General Meeting may commission the drawing up of a notarial record of the meeting at the Company's expense, instead of minutes.

 

24.General meeting – voting

 

24.1.Each Share, irrespective of its class, shall confer the right to cast one vote.

 

Insofar as the articles of association or Dutch law do not prescribe a larger majority, resolutions of the General Meeting shall be adopted with a Simple Majority.

 

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Blank votes, abstentions and invalid votes shall be considered as not having been cast.

 

Where there is a tie in any vote to the General Meeting, the relevant resolution shall not have been passed.

 

24.2.The chair of the General Meeting determines the method of voting, which includes oral, written or electronic voting. The chair may determine that the voting shall be done by acclamation in which case notes shall be made of abstentions and negative votes if requested.

 

24.3.For the purpose of determining the number of shareholders voting and present or represented, or the amount of the capital provided or represented, no account shall be taken of Shares in respect whereof Dutch law or the articles of association provides that no votes can be cast for them.

 

24.4.Each Director has an advisory vote in the General Meeting.

 

24.5.The Board may decide that persons entitled to attend General Meetings and vote there may, within a period prior to the General Meeting to be set by the Board, which period cannot start prior to the Registration Date as referred to in article 22.2, cast their vote electronically or by post in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes that were cast at the meeting.

 

For the purpose of applying the preceding sentence it must be possible, by electronic means of communication, for the person with meeting rights to be identified, to observe in real time the proceedings at the General Meeting and, if applicable, to vote. The Board may impose conditions on the use of the electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the person with meeting rights and the reliability and security of the communication. The Company sends an electronic acknowledgement of receipt of a vote cast electronically to the person who casts the vote.

 

24.6.Matters will only be put to vote if and to the extent that the General Meeting is authorized by law or these articles of association to resolve on the subject matter. All other matters are put on the agenda for discussion purposes only.

 

24.7.Shareholders may pass resolutions outside a meeting, unless the Company has cooperated with the issuance of Depository Receipts, such resolutions can only be passed by unanimous vote of all shareholders with voting rights. The votes shall be cast in writing and may be cast through electronic means.

 

25.MEETINGS OF HOLDERS OF SHARES OF A CERTAIN CLASS

 

25.1.A meeting of holders of Shares of a certain class will be held as often as a resolution of that meeting is required. In addition, such a meeting shall be held as often as the Board deems necessary.

 

25.2.Articles 21.3, 21.4, 22.5 and 24 shall apply mutatis mutandis to resolutions taken at a meeting of holders of a certain class of Shares, with the result that it is understood that the announcement shall be sent no later than eight days before the meeting, that the meeting appoints its own chair and that the meeting of holders of Preferred Shares may also pass resolutions (i) in a meeting which was not convened in accordance with the procedural rules for convocation and (ii) outside a meeting, if the proposal to do so has been made by the Board. A resolution outside of a meeting is only valid if all holders of Preferred Shares have voted in favour of the proposal in question in writing, including electronically.

 

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 26.

FINANCIAL YEAR, ANNUAL ACCOUNTS, MANAGEMENT REPORT

 

 26.1. The Company's financial year shall run from the first of October until the thirtieth of September of the following year.

 

26.2.The Board shall prepare the annual accounts (consisting of the balance sheet and profit and loss account with explanatory notes thereto) within the term set by Dutch law. The annual accounts shall be prepared and published in accordance with Dutch law. The annual accounts shall be signed by all members of the Board. If the signature of one or more of them is lacking, this fact and the reason therefor shall be indicated.

 

The Board shall also, within the period mentioned above, prepare a management report.

 

26.3.The General Meeting shall instruct a registered accountant or an accountant – administration consultant within the meaning of section 2:393 paragraph 1 of the Dutch Civil Code to audit the annual accounts and the management report prepared by the Board, to report thereon, and to issue an auditor's statement with respect thereto. If the General Meeting fails to issue such instructions, the non-executive directors shall be authorised to do so, and if the latter fails to do so, the Board.

 

26.4.The Board shall ensure that, as of the day on which a General Meeting at which they are to be considered, is called, the annual accounts, the management report and the additional information to be provided pursuant to section 2:392 paragraph 1 of the Dutch Civil Code are available for examination by those entitled to attend meetings. The Board shall make copies of the documents as referred to in the previous sentence available free of charge to those entitled to attend meetings. If these documents are amended, this obligation shall also extend to the amended documents.

 

26.5.The annual accounts shall be adopted by the General Meeting.

 

26.6.The annual accounts shall not be adopted if the General Meeting is unable to take cognizance of the statement of the accountant as referred to in article 26.3, unless, together with the remaining information as referred to in section 2:392 of the Dutch Civil Code, a legitimate ground is given why the statement is lacking.

 

27.DISTRIBUTIONS - GENERAL

 

27.1.The Company may make distributions to the shareholders only to the extent that the Company's shareholders' equity exceeds the sum of the paid-in and called-up capital and the reserves which must be maintained pursuant to Dutch law.

 

27.2.Distributions shall be made in proportion to the aggregate nominal value of the Shares. In deviation of the previous sentence, distributions on Preferred Shares shall be made in proportion to the amounts paid up on Preferred Shares.

 

27.3.No entitlement to distributions is attached to Preferred Shares, other than as described in articles 9.2, 29.2 and 31.4.

 

27.4.In calculating the profits available for distribution, the Shares held by the Company in its own capital are not counted, unless said Shares are subject to a right of pledge on such Shares if the pledgee is entitled to the distributions on the Shares or a right of usufruct for the benefit of a party other than the Company.

 

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27.5.The Board may resolve to make interim distributions to shareholders.

 

Interim distributions are only permitted to the extent that the requirements set forth in section 2:105 paragraph 4 of the Dutch Civil Code are satisfied.

 

27.6.The Board may determine that a distribution on Shares shall be made payable (in whole or in part) in another currency than euros.

 

27.7.The Board may decide that a distribution on Shares shall not or not entirely be made in cash but other than in cash, including, without limitation, in the form of Shares, or decide that shareholders shall be given the option to receive the distribution either in cash or other than in cash. The Board may determine the conditions under which such option can be given to the shareholders.

 

27.8.Any claim a shareholder may have to a distribution shall lapse after five years, to be calculated from the date following the date on which such distribution has become payable.

 

27.9.If a resolution is adopted to make a distribution on Shares, the Company shall make the distribution to the person in whose name the Share is registered on the date as to be determined by the Board in accordance with Dutch law and the rules of the stock exchange were the Shares are listed, if the Shares are listed. The Board shall determine the date from which a distribution to the persons entitled as referred to in the previous sentence shall be made payable.

 

28.DISTRIBUTION - RESERVES

 

28.1.All reserves maintained by the Company shall be attached exclusively to the Ordinary Shares.

 

28.2.Without prejudice to article 28.3 and 29.3, the Board may resolve to make (interim) distributions from a reserve, which distribution shall be made exclusively on Ordinary Shares.

 

28.3.The Board may decide to transfer the amounts to be paid up on Shares to the Company's reserves, regardless of whether those Shares are issued to existing Shareholders.

 

29.DISTRIBUTIONS - PROFITS

 

29.1.If the adopted annual accounts show a profit, the Board shall determine which part of the profits shall be reserved.

 

29.2.Subject to article 27.1, the profits shown in the Company's annual accounts in respect of a financial year, to the extent not reserved in accordance with article 29.1 and to the extent applicable, shall be appropriated as follows, and in the following order of priority:

 

(a)to the extent that any Preferred Shares have been cancelled without the distribution having been paid in full and without any such deficit subsequently having been paid in full as described in this article 29.2 or article 29.3, an amount equal to any such (remaining) deficit shall be distributed to those who held those Preferred Shares at the moment of such cancellation becoming effective;

 

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(b)to the extent that any Preferred Distribution (or part thereof) in relation to previous financial years has not yet been paid in full as described in this article 29.2 or article 29.3, an amount equal to any such (remaining) deficit shall be distributed on the Preferred Shares;

 

(c)the Preferred Distribution shall be distributed on the Preferred Shares in respect of the financial year to which the annual accounts pertain;

 

(d)the Board shall determine which part of the remaining profits shall be added to the Company's reserves; and

 

(e)the remaining profits shall be at the disposal of the General Meeting for distribution on the Ordinary Shares.

 

29.3.To the extent that the distributions described in article 29.2 paragraphs (a) through (c) (or any part thereof) cannot be paid out of the profits shown in the annual accounts, any such deficit shall be distributed from the Company's reserves, subject to articles 27.1 and 27.5.

 

30.AMENDMENT OF THE ARTICLES OF ASSOCIATION, LEGAL MERGER AND DEMERGER

 

30.1.The General Meeting may only resolve to amend the articles of association upon the proposal of the Board.

 

30.2.A copy of the proposal, containing the verbatim text of the proposed amendment of the articles of association, must be lodged for inspection at the offices of the Company from the day of the convocation to the General Meeting until the close of same for inspection by those who are entitled to attend meetings; the copies of this proposal shall be made available free of charge to those who are entitled to attend meetings.

 

30.3.Without limitation to sections 2:331 and 2:334ff of the Dutch Civil Code, the General Meeting may only resolve to conclude a legal merger (juridische fusie) in the meaning of Chapter 2.7 of the Dutch Civil Code or a demerger (splitsing) in the meaning of Chapter 2.7 of the Dutch Civil Code, or to convert the Company in another legal form on proposal of the Board.

 

31.DISSOLUTION AND LIQUIDATION

 

31.1.The General Meeting may only resolve to dissolve the Company upon the proposal of the Board.

 

31.2.The liquidation shall be effected by the Board, unless other liquidators are appointed by the General Meeting.

 

31.3.During the liquidation, the articles of association shall remain effective to the extent possible.

 

31.4.To the extent that any assets remain after payment of all of the Company's debts and the costs of liquidation, those assets shall be distributed as follows, and in the following order of priority:

 

(a)the amounts paid up on the Preferred Shares shall be repaid on such Preferred Shares;

 

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(b)to the extent that any Preferred Shares have been cancelled without the distribution having been paid in full and without any such deficit subsequently having been paid in full as described in articles 28 and 29.3, an amount equal to any such (remaining) deficit shall be distributed to those who held those Preferred Shares at the moment of such cancellation becoming effective;

 

(c)to the extent that any Preferred Distribution (or part thereof) in relation to financial years prior to the financial year in which the distribution referred to in paragraph a. occurs has not yet been paid in full as described in articles 28 and 29.3, an amount equal to any such (remaining) deficit shall be distributed on the Preferred Shares;

 

(d)the Preferred Distribution shall be paid on the Preferred Shares calculated in respect of the part of the financial year in which the distribution referred to in paragraph a. is made, for the number of days that have already lapsed during such part of the financial year; and

 

(e)any remaining assets shall be distributed to the holders of Ordinary Shares in proportion to the nominal value of the ordinary shares held by such shareholder.

 

32.ADJUDICATION OF DISPUTES

 

Unless the Company consents in writing to the selection of an alternative forum, the competent courts of Amsterdam, the Netherlands, shall be the sole and exclusive forum for any dispute between (i) any person holding Shares or an interest in Shares; and (ii) the Company, any Director, officer or employee of the Company (including any former Director, former officer or former employee of the Company to the extent the dispute arises from such Director, officer or other employee's acts or omissions while serving as a Director, officer or employee of the Company), in each case (a) whether such dispute relates to these articles of association or otherwise; and (b) provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Any person holding, purchasing or otherwise acquiring any Shares or any interest in Shares shall be deemed to have notice of and consented to the provisions of this article 32.

 

33.PROVISIONAL CLAUSE

 

33.1.With this amendment to the articles of association each of the [number] ([number]) shares that were issued prior to this amendment, each with a nominal value of one euro (EUR 1), numbered [1] up to and including [number], are converted into an equal number of Ordinary Shares, each with a nominal value of one euro cent (EUR 0.01), numbered O[1] up to and including O[number].

 

33.2.This provisional clause, together with its heading, will cease to be effective immediately after the current amendment to the articles of association taken effect and shall from that moment no longer constitute a part of these articles of association.

 

Final statement

 

Finally, the appearing person declared that upon the current amendment of the articles of association taking effect, the issued and paid-up capital will amount to [EUR [amount]], consisting of [number] Ordinary Shares, each with a nominal value of one euro cent (EUR 0.01).

 

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Final clause

 

This deed was executed in Amsterdam today.

 

The substance of this deed was stated and explained to the appearing person.

 

The appearing person declared not to require a full reading of the deed, to have taken note of the contents of this deed and to consent to it.

 

Subsequently, this deed was read out in a limited form, and immediately thereafter signed by the appearing person and myself, civil law notary, at

 

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EX-3.2 4 tm214804d12_ex3-2.htm EXHIBIT 3.2

 

Exhibit 3.2 

 

BOARD RULES

 

OF

 

HEAR.COM N.V.

 

dated [●], 2021

 

 

 

 

Article 18.1 of the articles of association (“Articles of Association”) of hear.com N.V. (the “Company”) provides that the board of directors of the Company (the “Board”) may establish board rules (“Rules”) relating to the organization and responsibilities of the Board.

 

The Board has adopted these Rules on the date set out on the cover page of these Rules. Capitalized terms used but not defined in these Rules shall have the meaning ascribed thereto in the Articles of Association.

 

The Board may amend these Rules, with exception of article 3.1, at any time by simple majority decision at any Board meeting physically held in the Netherlands. Article 3.1 of these Rules can only be amended by the Board if prior to such a decision, a decision is made by the Board to transfer the place of effective management outside the Netherlands.

 

1.Responsibilities of the Board

 

1.1.The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its shareholders, and also in accordance with applicable laws and regulations. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the general meeting of shareholders of the Company. The Board selects and oversees the members of senior management who are charged by the Board with conducting the business of the Company.

 

1.2.The Board shall consist of nine Directors, of which two will be Executive Directors and seven Non-Executive Directors. The Board shall appoint one of its Non-Executive Directors as Chairperson to chair meetings of the Board. The Chairperson shall be a person who is able to attend Board meetings physically held in the Netherlands. The Board may appoint one or more of its Non-Executive Directors as Vice-Chairperson of the Board for such period as the Board may decide. If the Chairperson is absent or unwilling to take the chair, a Vice-Chairperson shall be entrusted with such duties of the Chairperson entrusted to him by the Board. If no Chairperson has been appointed or if the Chairperson is absent or unwilling to take the chair, a meeting of the Board shall be presided over by a Vice-Chairperson or, in the event of his or her absence or unwillingness to take the chair, by a member of the Board or another person present designated for such purpose by the meeting. The Chairperson may not be a former Executive Director. The Board may grant other titles to individual Executive Directors and officers of the Company, including the titles of CEO and chief financial officer. The function of CEO could also be fulfilled by two co-CEOs. In that case, both co-CEOs are individually authorized to perform all acts and duties that are allocated to the function of CEO.

 

1.3.If the Chairperson is not an independent Director (as determined in accordance with the NASDAQ listing rules), the Board shall designate one of the independent Directors to serve as lead independent Director. If the Board elects a lead independent Director, it will preside over meetings of our independent Directors, coordinate activities of the independent Directors and serve as liaison to the Chairperson, oversee the self-evaluation of the Board and its committees, be available for consultation communication of Directors with shareholders as deemed appropriate, and perform such additional duties as the Board may otherwise determine and delegate.

 

1.4.The strategy of the Company is the responsibility of the Board. Material matters with respect to the strategy of the Company (“Strategic Matters”), shall always require a resolution of the Board. The Board shall enact a list of reserved matters that are in any event considered Strategic Matters.

 

(1

 

 

1.5.The day-to-day management of the Company is the responsibility of the Executive Directors. In accordance with article 17.3 of the Articles of Association and Section 2:129a paragraph 3 of the Dutch Civil Code, the Executive Directors can lawfully adopt resolutions (rechtsgeldig besluiten) concerning any matters relating to the day-to-day management of the Company (“Non-Strategic Matters”). Paragraphs 3.6 and 8 of these Rules shall apply correspondingly to such resolutions relating to Non-Strategic Matters, provided that if the Executive Directors are not able to reach a decision unanimously they shall refer it to the Board which will decide the matter.

 

1.6.The Non-Executive Directors have the responsibility to supervise the performance of the Executive Directors. In addition, the Non-Executive Directors shall monitor the effectiveness of the Company’s internal risk management and control systems and the integrity and quality of its financial reporting. It is also the responsibility of the Non-Executive Directors to determine the remuneration of the Executive Directors and to nominate candidates for the Director appointments.

 

1.7.The Board may determine an allocation of responsibilities among Directors or a committee of Directors, provided that (i) Non-Executive Directors shall not be involved in the day-to-day management of the business of the Company; and (ii) the responsibility to supervise the performance of the Executive Directors shall be vested in the Non-Executive Directors.

 

2.composition and suitability criteria of the board

 

2.1.The composition of the Board shall satisfy the criteria as set out under clause 1 (Composition and Suitability Criteria of the Board) of the Company’s Board Profile.

 

2.2.If any of those criteria is not met, the Board will remain validly constituted and operational. In such case, however, the Board shall endeavor to meet any unsatisfied criteria as soon as practicable.

 

2.3.Periodically, the Board shall review a succession plan for the executive officers (as defined by Section 16 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”)). The succession plan should include, among other things, an assessment of the experience, performance and skills for possible successors to the Executive Directors, including the Company’s CEO.

 

3.board meetings

 

3.1.Time and Place of Meetings

 

Meetings of the Board shall be held in the Netherlands, but may take place at such other location as the Board, the Chairperson or the CEO may decide. The person or persons authorized to call Board meetings may establish the date, time and place of any such meeting.

 

The Board shall ensure that every calendar year, a majority of the Board meetings, with a minimum of four, are held in the Netherlands and that at these meetings a majority of the total number of Directors in office is physically present.

 

(2

 

 

3.2.Notice of Meetings

 

Notice of each Board meeting shall be given by the Chairperson, the CEO or the company secretary (the “Secretary”) (on behalf of the Chairperson or the CEO) to each Director. The notice of the meeting shall state the date, time and place of the meeting and the business expected to be considered at the meeting.

 

Notice of regular meetings shall be given at least seven calendar days before the date of the meeting. Notice of urgent meetings shall be given at least 24 hours prior to the meeting. Any such notice period may be shortened at the discretion of the Chairperson or the CEO. A meeting of the Board may be held at any time without notice if all the Directors are present or if those not present waive notice either before or after the meeting.

 

Notice of each meeting of the Board shall be given either by postal delivery, courier service, electronic mail or other similar transmission. If sent by postal delivery or courier service, such notice shall be deemed timely delivered when the notice is delivered to the postal or courier service at least 24 hours before the first day of the required period of notice. If by electronic mail or other similar transmission, such notice shall be deemed timely delivered when the notice is transmitted.

 

3.3.Agenda for Meetings

 

The Chairperson, in consultation with the CEO, shall establish the agenda for each meeting of the Board. Each Director may suggest the inclusion of items of business on the agenda to the Chairperson.

 

When convening a Board meeting outside of the Netherlands, the Board shall take into account that only Non-Strategic Matters should be on the agenda, unless it is absolutely necessary to make a Strategic Matter decision during (or outside of) a Board meeting outside of the Netherlands.

 

3.4.Meeting Materials

 

Information which is material to the understanding of the items of business to be considered at a Board meeting shall generally be distributed to Directors in advance of the meeting to allow reasonable time for review prior to the meeting. In exceptional circumstances, the distribution of such materials prior to a meeting may not be practicable or advisable.

 

3.5.Participation and Representation at Meetings

 

Directors may participate in a Board meeting by means of telephone, video or electronic conference or other appropriate communications equipment, provided that all Directors participating in the meeting can hear, and be heard by, one another, and participation in a meeting in such a manner shall constitute presence in person at such meeting, and provided that such meetings are initiated from the Netherlands and at least a majority of the Directors participating in the meeting is physically present. Save in exceptional circumstances, Directors who are not physically present in the Netherlands shall not vote when a Strategic Matter is discussed.

 

A Director may be represented at a meeting of the Board only by another Director duly authorized, and such authorization shall constitute presence by power of attorney at such meeting, provided that such other Director is physically present at the Board meeting in the Netherlands.

 

(3

 

 

3.6.Board Resolutions

 

The Board shall adopt resolutions by simple majority of the votes cast by the Directors present or represented at the meeting. At Board meetings, each Director shall be entitled to cast one vote. Blank votes shall be considered null and void. Directors who have a Conflict of Interest (as defined below) shall not be considered present or represented at the meeting for the agenda item for which they have a Conflict of Interest.

 

In the event the votes are tied, the Chairperson shall have a casting vote. Save for exceptional circumstances, such a casting vote shall, in relation to Strategic Matters, only be exercised during board meetings physically held in the Netherlands. If the Chairperson will not be present at a board meeting physically held in the Netherlands, the Chairperson can, prior to the meeting, assign the casting vote to another Director who will be physically present in the Netherlands.

 

Resolutions with respect to Strategic Matters shall only be made at Board meetings that are physically held in the Netherlands, unless it is absolutely necessary to make such decision at a Board meeting outside of the Netherlands. Resolutions with respect to Strategic Matters may, by way of exception and in case it is absolutely necessary, also be passed outside a formal meeting of the Board, provided this is done in writing and that none of the Directors objected to adopting resolutions in this manner. If a decision with respect to a Strategic Matter is made outside a formal Board meeting physically held in the Netherlands, the minutes shall reflect why it was absolutely necessary to make such a decision outside a formal Board meeting in the Netherlands. The Board shall confirm decisions with respect to a Strategic Matter made outside a formal Board meeting during the next Board meeting physically held in the Netherlands, notwithstanding that any such resolution shall be considered validly passed already before such confirmatory resolution of the Board.

 

Resolutions with respect to Non-Strategic Matters may be passed by the Executive Directors, provided that none of the Directors objected to adopting resolutions in this manner. If the Executive Directors adopt any resolutions in writing, they must inform the other Directors thereof within a reasonable time, including by providing the Non-Executive Directors with copies of any written resolutions and by providing the Non-Executive Directors with such information as required for the Non-Executive Directors to make a reasonable assessment of the matters resolved upon. The Board shall confirm any resolutions relating to a Non-Strategic Matter, including any such resolutions that are adopted in writing, during the next Board meeting physically held in the Netherlands, notwithstanding that any such resolution shall be considered validly passed already before such confirmatory resolution of the Board. The authority of the Executive Directors to pass resolutions with respect to Non-Strategic Matters does not prevent the Board from adopting resolutions on any Non-Strategic Matters and any such resolutions of the Board shall govern over decisions of the Executive Directors.

 

3.7.Observer attendance

 

The Board shall have the right to appoint persons to act as observer at (i) Board meetings; and (ii) Board committee meetings. Any such Board observers may raise questions and provide suggestions to the Board, but shall not have any vote at Board meetings.

 

(4

 

 

Each Board observer shall be provided with the same information as provided to the Board members in connection with any Board meeting or Board committee meetings, but the Board may restrict the provision of information to a Board observer or exclude them from certain parts of a Board or Board committee meeting.

 

3.8.Records of Meetings and Resolutions

 

The Secretary or, in his or her absence, any person designated by the Chairperson shall act as secretary of any meeting of the Board. The minutes of Board meetings shall be confirmed by the Chairperson and by the Secretary, signed by them and kept in the Company’s records. Any resolutions adopted by the Board outside a formal meeting shall be documented by the Secretary and kept in the Company’s records in the Netherlands.

 

4.board committees

 

4.1.The Board shall have an audit committee and a compensation committee, and such other permanent and ad hoc committees as the Board deems fit from time to time. The Board shall remain responsible for its decisions and resolutions even if they have been prepared by one of the committees.

 

4.2.The audit committee shall be responsible for setting material thresholds and guidelines for and overseeing all material related-person transactions.

 

4.3.The Board shall prepare charters governing the respective committee’s organization and responsibilities. The composition of each committee is described in the charter of the relevant committee and each committee member must satisfy the membership requirements set forth in the relevant committee charter, and the applicable rules of the U.S. Securities and Exchange Commission (“SEC”) and listing rules of the NASDAQ. A director may serve on more than one committee.

 

4.4.If reasonably possible, the committees shall hold their meetings in the Netherlands. In any event, a committee shall not hold more meetings per calendar year in a single jurisdiction other than the Netherlands than in the Netherlands.

 

4.5.Each committee shall report regularly to the Board summarizing the committee’s actions and any significant issues considered by the committee or any recommendations to the Board. The Board shall regularly review and discuss the reports received from each of its committees.

 

4.6.At least once per year, outside the presence of the Executive Directors, the Non-Executive Directors shall evaluate (i) the functioning of the committees of the Board, (ii) the functioning of the individual Non-Executive Directors within the committees and (iii) both the functioning of the Board as a whole and that of the individual Directors, and shall discuss the conclusions that are attached to the evaluation.

 

4.7.If specific clauses in a committee charter conflict with this article 4, the committee charter shall take precedence.

 

(5

 

 

5.nominations and succession planning

 

5.1.The Non-Executive Directors shall organize the nomination process for Directors and the Board’s succession planning, including:

 

a)preparing the selection criteria and appointment procedures for directors (Executive and Non-Executive Directors);

 

b)periodically assessing the size and composition of the Board;

 

c)periodically assessing the performance of individual Directors;

 

d)preparing a succession plan for the Board; and

 

e)making proposals for appointments and reappointments and monitoring the Board’s selection criteria and appointment procedures for senior management.

 

6.Induction program and permanent education

 

6.1.All Directors shall follow an induction program tailored to their role, covering the governance and regulatory environment of the Company, financial reporting by the Company, specific aspects that are unique to the Company, its business and its general financial, social and legal affairs, the Company’s corporate culture and the responsibilities of a Director and the Board.

 

6.2.The Board holds an evaluation once a year to identify specific areas where Directors benefit from further training and education.

 

7.secretary

 

7.1.The Board may be assisted by a Secretary.

 

7.2.The Secretary shall be appointed and dismissed by the Board pursuant to a proposal by the Chairperson.

 

7.3.The Secretary shall be primarily responsible for: (i) ensuring that the functioning of the Board complies with the applicable legislation, regulations, the Articles of Association and the rules and regulations issued pursuant thereto; (ii) assisting the Chairperson with logistical matters connected with the Board (information, agendas, evaluations, etc.); (iii) facilitating the provision of information to the Board; and (iv) organizing the induction, education and training program.

 

8.Conflict of interest

 

8.1.A Director shall promptly report any matter in relation to which he or she has a direct or indirect, actual or potential personal interest which is in conflict with the interests of the Company (“Conflict of Interest”), including transactions that involve a Director's spouse, registered partner or other life companion, foster child or any relative or in-law up to the second degree (“Family Members”) to the Chairperson (or to another Non-Executive Director in case of the Chairperson) and shall provide all relevant information concerning such transaction and Conflict of Interest.

 

8.2.The determination whether a Director has a Conflict of Interest shall primarily be the responsibility of that Director. However, in case of debate, that determination shall be made by the Board without the Director concerned being present. In addition, the Board as a whole may determine that there is such a strong appearance of a Conflict of Interest of a Director in relation to a specific matter, that it would be inappropriate for such Director to participate in discussions and the decision making process with respect to such matter.

 

(6

 

 

8.3.A Director shall not participate in discussions and decision making with respect to a matter in which he or she has a Conflict of Interest. If, as a result thereof, no resolution can be passed by the Board, the resolution may nevertheless be passed by the Board as if none of the Directors has a Conflict of Interest.

 

8.4.All transactions, where there is a Conflict of Interest, must be concluded on arms’ length terms that are customary in the sector or industry concerned and approved by the Board.

 

8.5.The Company shall not grant its Directors or any of their Family Members any personal loans, guarantees or similar financing arrangements.

 

9.relationship with the external auditor

 

9.1.The Board shall facilitate that the external auditor receives all information that is necessary for the performance of its work in a timely fashion. The Board shall give the external auditor the opportunity to respond to the information that has been provided.

 

9.2.The Board, or the audit committee on its behalf, shall nominate the external auditor to the general meeting of shareholders for the external auditor’s appointment and dismissal. The main conclusions regarding such nomination and the outcome of the selection process of the external auditor shall be communicated to the general meeting.

 

9.3.The external auditor's engagement to audit the Company's financial statements shall be subject to the approval of the Board (which authority may be delegated to the Board’s audit committee).

 

10.risk management and internal controls

 

10.1.The Executive Directors shall:

 

a)identify and analyze the risks associated with the Company's strategy and its activities;

 

b)establish the Company's risk appetite; and

 

c)ensure that measures are put in place in order to counter the risks being taken by the Company.

 

10.2.Based on their risk assessment, the Executive Directors shall design, implement and maintain adequate internal risk management and control systems (the “Internal Controls”).

 

(7

 

 

10.3.The Executive Directors shall monitor, and continuously improve, the operation of the Internal Controls. At least annually, the Executive Directors shall carry out a systematic assessment of the design and effectiveness of the Internal Controls, considering in any event:

 

a)the material control measures relating to strategic, operational, compliance and reporting risks;

 

b)observed weakness in the Internal Controls;

 

c)reports of misconduct and irregularities within the Company’s organization, including reports from whistle blowers; and

 

d)lessons learned and other finding from the external auditor.

 

10.4.The Executive Directors shall review and discuss the effectiveness of the design and operation of the Internal Controls with the audit committee, and discuss such review with the Non-Executive Directors. This review shall include:

 

a)any identified material failings in the Internal Controls; and

 

b)any material changes made to, and any material improvements planned for, the Internal Controls.

 

10.5.The Executive Directors shall inform the Chairperson without delay of any signs of actual or suspected material misconduct or irregularities within the Company and its business.

 

10.6.The Executive Directors shall ensure that the audit committee shall have:

 

a)sufficient resources to prepare and execute the Company’s internal audit plan;

 

b)access to information that is important for the performance of the tasks and duties allocated to the audit committee; and

 

c)direct access to the external auditor.

 

10.7.If and to the extent the Company has no internal audit department, the Board shall assess at least annually whether adequate alternative measures have been taken, also taking into account any recommendations by the audit committee, and it shall consider whether it is necessary to establish such an internal audit department.

 

11.GENERAL meeting of shareholders

 

11.1.General meetings of shareholders shall be held in the municipality where the Company has its statutory seat, Amsterdam, Rotterdam, The Hague, Eindhoven or the municipality Haarlemmermeer (including Schiphol Airport), and shall be called by the Board or the Chairperson.

 

11.2.The Chairperson shall set the agenda for any General Meeting of shareholders. The Board shall provide the General Meeting of shareholders with any information it may require concerning an item on the agenda, unless this would be contrary to an overriding interest of the Company.

 

11.3.The Board is responsible for the corporate governance structure of the Company and must give account to the General Meeting of shareholders in relation to such structure.

 

(8

 

 

12.independence and related party conflicts

 

12.1.Each Director shall from time to time assess whether anything has changed since the date of his or her appointment as a Director with respect to (i) the determination that he or she is independent under (A) Dutch Corporate Governance Code (as published on 8 December 2016 and as became effective as per 1 January 2017) (the “DCGC”) ; (B) the requirements of Rule 10A-3 under the Exchange Act and the rules of the SEC; and (C) the NASDAQ listing rules; and (ii) the determination that he or she would have a Conflict of Interest in connection with any transactions between the Company and a significant shareholder or related party of the Company, including affiliates of a significant shareholder (such conflict, a “Related-Party Conflict”), it being understood that as at the date of the first adoption of these Rules, Auris Luxembourg III S.à r.l. and its Affiliates (excluding the Company and its direct and indirect subsidiaries) are considered to be a significant shareholder. For purposes of this provision, (i) “Affiliate” shall mean a legal entity that is directly or indirectly, owned or controlled by, or owning or controlling, or under common control with Auris Luxembourg III S.à r.l., but such legal entity shall be deemed to be an Affiliate only so long as such ownership or control exists and “control“ of a legal entity shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a legal entity, whether (i) through the ownership of voting securities entitling to the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a similar managing authority; (ii) by contract; or (iii) otherwise.

 

12.2.Each Director shall from time to time inform the Board through the Chairperson or the Secretary as to all material information regarding any circumstances or relationships that have not previously been disclosed, or are otherwise not known, to the Board and that may impact their characterization as “independent,” or impact the assessment of their interests. Based on each Director’s assessment described above, the Board shall make a determination annually regarding (i) whether such Director is “independent” under the DCGC and the applicable rules of the Exchange Act, SEC rules and the listing rules of the NASDAQ; and (ii) whether such Director has a Related-Party Conflict.

 

12.3.Each Director shall promptly inform the Chairperson (or another Non-Executive Director in the case of the Chairperson) of any change in circumstances that is material to such determination.

 

13.miscellaneous

 

13.1.By adopting these Rules, each Director confirmed that he or she will comply with his or her obligations under the Articles of Association, these Rules, the Company’s insider trading policy and any other applicable Company policies that were provided to the Directors. On their appointment to the Board, new Directors shall receive copies of the Articles of Association, these Rules, the Company’s insider trading policy and any other applicable Company policies and be requested to confirm in writing that he or she will comply with his or her obligations thereunder.

 

13.2.Each Director shall treat all information and documentation received in connection with his or her position as a Director of the Company with the appropriate discretion and, in the case of confidential information, with the required confidentiality.

 

(9

 

 

13.3.Each Director will annually provide the Board, with an overview of any other board positions and other official functions they have, which will be discussed at an annual Board meeting. Retirements and new appointments will be disclosed to the Chairperson and, to the extent applicable, the Secretary as soon as practically possible with details about the position or function.

 

13.4.If a Director takes on another board position or function, he or she shall ensure that he or she will still able to fulfil his or her responsibilities as a Director of the Company.

 

13.5.Save as otherwise provided in the Articles of Association or by applicable law, the Board may, as the circumstances may require, at its discretion decide to deviate from these Rules.

 

13.6.The expression “in writing” as used in these Rules shall include any message transmitted by letter, by fax, by e-mail, or by a legible and reproducible message otherwise sent, including by electronic means.

 

14.Governing law and jurisdiction

 

14.1.These Rules shall be governed by and construed in accordance with the laws of the Netherlands.

 

14.2.The courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction over any disputes arising from or in connection with these Rules, including any dispute regarding the existence, validity or termination of these Rules.

 

(10

 

 

EX-5.1 5 tm214804d12_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

STIBBE DRAFT 5 FEBRUARY 2021

 

Auris Netherlands IV N.V.

Amsterdamsestraatweg 421

3551 CL Utrecht

The Netherlands

 

 

 

 

 

 

 

 

 

Subject to review of underlying documents and

subject to internal review

 

 

 

 

Stibbe N.V.

Advocaten en notarissen

Beethovenplein 10

P.O. Box 75640

1070 AP Amsterdam

The Netherlands

T +31 20 546 0 606

F +31 20 546 0 123

 

www.stibbe.com

 

Date

[•] 2021

 

Auris Netherlands IV N.V. – Form F-1 Registration Statement – Exhibit 5.1 opinion  
       

Ladies and Gentlemen,

 

(1)We have acted as counsel with respect to matters of the laws of the Netherlands to Auris Netherlands IV N.V. (the "Issuer") in connection with the registration statement on Form F-1 under the Securities Act of 1933 of the United States (the "Securities Act") dated [●] 2021 (the "Registration Statement") in relation to (i) the issuance of [●] ordinary shares of the Issuer (the "Issuer Shares") in connection with the offering described in the Registration Statement and (ii) the sale by the selling shareholder identified below of [●] ordinary shares of the Issuer (the "Selling Shareholder Shares") in connection with the offering described in the Registration Statement.

 

This opinion is furnished to the Issuer in order to be filed by the Issuer as an exhibit to the Registration Statement with the United States Securities and Exchange Commission (the "Commission").

 

(2)For the purpose of this opinion, we have examined and exclusively relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents:

 

(a)the Registration Statement;

 

(b)the form of underwriting agreement among (1) the Issuer, (2) Auris Luxembourg III S.à r.l. (as selling shareholder) and (3) Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (as representatives) (the "Underwriting Agreement");

 

(c)the deed of incorporation of the Issuer dated 10 December 2020 and its articles of association (statuten) as amended on [●] 2021, which according to the Extract referred to below are the articles of association of the Issuer as currently in force;

 

(d)the form of private deed of issue of shares pursuant to which the Company shall issue [●] new shares representing the Issuer Shares (the "Deed of Issuance");

 

Stibbe N.V. is registered with the Dutch Chamber of Commerce under number 34198700. Any services performed are carried out under an agreement for services (‘overeenkomst van opdracht’) with Stibbe N.V., which is governed exclusively by Dutch law. The general conditions of Stibbe N.V., which include a limitation of liability, apply and are available on www.stibbe.com/generalconditions or upon request.

 

 

 

 

(e)a copy of the minutes of a meeting of the board of directors of the Company (the "Board") held on 4 February 2021, approving, inter alia, the contents of the then current draft Registration Statement and the first confidential submission thereof with the Commission on or around 8 February 2021;

 

(f)[a copy of the minutes of a meeting of the Board held on [●] 2021 reflecting resolutions authorising, inter alia, [●];]

 

(g)[a copy of the minutes of a meeting of the general meeting of the Company held on [●] 2021 approving, inter alia, [●];]

 

(h)the board rules of the Issuer adopted by the Board on [●] 2021; and

 

(i)an extract from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister) relating to the Issuer dated the date hereof (the "Extract").

 

(3)References to the Civil Code, the Bankruptcy Act and any other Codes or Acts are references to the Burgerlijk Wetboek, the Faillissementswet and such other Codes or Acts of the Netherlands, as amended. In this opinion, "the Netherlands" refers to the European part of the Kingdom of the Netherlands and "EU" refers to the European Union.

 

(4)In rendering this opinion we have assumed:

 

(a)the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as photocopies or copies transmitted by facsimile or by electronic means;

 

(b)that any and all authorisations and consents of, or other filings with or notifications to, any public authority or other relevant body or person in or of any jurisdiction which may be required (other than under the laws of the Netherlands) in respect of the Registration or the issuance of the Registration Shares have been or will be duly obtained or made, as the case may be; and

 

(c)that the information set forth in the Extract is, and will be, complete and accurate on the date hereof and on the date of the Deed of Issuance and consistent with the information contained in the files kept by the Trade Register with respect to the Issuer, except for the issuance of the Issuer Shares and the appointment of any additional directors to the Board, in connection with the offering described in the Registration Statement, which have not yet been reflected in the Extract.

 

(5)We have not investigated the laws of any jurisdiction other than the Netherlands. This opinion is limited to matters of the laws of the Netherlands as they presently stand. We do not express any opinion with respect to (i) any public international law or the rules of or promulgated under any treaty or by any treaty organisation, other than any provisions of EU law having direct effect; (ii) matters of competition law; and (iii) matters of taxation.

 

(2)

 

 

 

(6)Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion:

 

(a)the Issuer has been duly incorporated under the laws of the Netherlands as a public limited company (naamloze vennootschap); and

 

(b)(1) when the Deed of Issuance has been duly executed and, upon payment in accordance with the definitive Underwriting Agreement, the Issuer Shares will have been validly issued, fully paid-up (volgestort) and non-assessable and (2) the Selling Shareholder Shares are validly issued and fully paid-up (volgestort) and non-assessable.

 

(7)This opinion is subject to the following qualifications:

 

(a)we express no opinion as to the accuracy of any representations given by the Issuer or any other party (express or implied) under or by virtue of the Registration Statement;

 

(b)the opinions expressed above are limited and may be affected by any applicable bankruptcy (faillissement), suspension of payments (surseance van betaling), insolvency, out of court restructuring plan (onderhands akkoord) procedure, moratorium, reorganisation, liquidation, fraudulent conveyance, or similar rules and laws affecting the enforceability of rights of creditors generally (including rights of set-off) in any relevant jurisdiction including but not limited to section 3:45 of the Civil Code and section 42 of the Bankruptcy Act concerning fraudulent conveyance, the Temporary Covid 19 Social Affairs and Employment and Justice and Security Act (Tijdelijke Wet COVID 19 SZW en JenV) as well as by any sanctions or measures under the Sanctions Act 1977 (Sanctiewet 1977) or by EU or other international sanctions; and

 

(c)the term "non-assessable" as used in this opinion is not a recognized legal term under Dutch law; in this opinion, the term "non-assessable" means that the issuer of a share does not have a statutory right to require the holder of such share to pay to the issuer any amount on such share (by reason only of being a holder of such share) in addition to the amount required to be paid for such share to be fully paid-up (volgestort), without prejudice – for the avoidance of doubt – to claims based on contract or tort.

 

(3)

 

 

 

(8)In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion is given by Stibbe N.V. and each person accepting this opinion agrees that (i) any issues of interpretation or liability arising hereunder will be governed by the laws of the Netherlands and will be brought exclusively before a court of the Netherlands; and (ii) such liability, if any, shall be limited to Stibbe N.V. only, to the exclusion of any of its directors, partners, employees, shareholders and advisors or its or their affiliates and to the aggregate of the amount paid under Stibbe N.V.'s professional insurance in the particular instance and any applicable deductible payable by Stibbe N.V.

 

(9)We assume no obligation to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is given for the purposes of the Registration Statement only and may not be disclosed or quoted to any person other than as an exhibit to (and together with) the Registration Statement.

 

(10)We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the reference to our firm under the caption "Legal Matters" in the prospectus forming a part thereof and to the incorporation by reference of this opinion and consent as exhibits to any registration statement filed in accordance with Rule 424(b) under the Securities Act. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

 

Yours faithfully,

 

Stibbe N.V.

 

(4)

EX-10.1 6 tm214804d12_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

DATED                     , 2021

 

 

 

RELATIONSHIP AGREEMENT

 

 

 

between

 

HEAR.COM N.V.

 

AURIS LUXEMBOURG III S.À R.L.

 

and

 

WS AUDIOLOGY A/S

 

 

 

 

THIS RELATIONSHIP AGREEMENT (the “Agreement”) is made on                , 2021

 

BETWEEN:

 

(1)hear.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands with its corporate seat at Amsterdamsestraatweg 421, 3551 CL Utrecht, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce with number 81157959 (the “Company”);

 

(2)Auris Luxembourg III S.à r.l., a limited liability company (société à responsabilité limiteé) incorporated under the laws of the Grand Duchy of Luxembourg, with its corporate seat at 26A Boulevard Royal, 2449 Luxembourg, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B186964 (the “Shareholder”); and

 

(3)WS Audiology A/S, a public limited company (aktieselskab) incorporated under the laws of Denmark, with its corporate seat at Nymøllevej 6, 3450 Lynge, Denmark, registered with the Denmark Central Business Register under number 40296638 (“WS Audiology”).

 

The parties to this Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS:

 

(1)It is intended that the Company will have certain of its Shares (as defined below) listed on the Nasdaq Stock Exchange (the “Exchange”), as further described in a prospectus (the “Prospectus”) published by the Company (the “IPO”).

 

(2)It is expected that, immediately following the consummation of the IPO, the Shareholder will own more than 50% of the issued and outstanding share capital of the Company.

 

(3)The EQT Investors and the T&W Investor, through WS Audiology, are indirect shareholders of the Shareholder.

 

(4)The Parties have agreed to enter into this Agreement to regulate the relationship between them and to govern the exercise of the rights of the Shareholder and WS Audiology in respect of the Company.

 

IT IS AGREED as follows:

 

1.             Definitions and interpretation

 

1.1.The following terms shall, unless the context otherwise requires, have the following meaning:

 

Affiliate” means with respect to a Person (the “First Person”):

 

(i)another Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the First Person;

 

(ii)a pooled investment vehicle organized by the First Person (or an Affiliate thereof) the investments of which are directed by the First Person (or an Affiliate thereof);

 

 1

 

 

(iii)a fund organized by the First Person for the benefit of the First Person’s (or any of its Affiliates’) partners, officers or employees or their dependants; or

 

(iv)a successor trustee or nominee for, or a successor by reorganization of, a qualified trust (being a tax advantaged fiduciary relationship between an employer and an employee in which the employee beneficiary may use his life expectancy to determine required minimum distribution amounts),

 

but shall, where applicable, exclude portfolio companies controlled by funds managed directly or indirectly by EQT AB or portfolio companies managed directly or indirectly by Persons falling within limb (i) above in respect of any of them and any of their respective partners, officers, employees or their dependents (in each case except for WS Audiology and its direct and indirect subsidiaries).

 

Articles” means the articles of association of the Company, as amended from time to time;

 

Board” means the board of directors of the Company, as constituted from time to time;

 

Board Committees” means the audit committee and the compensation committee of the Board, and any other committees which the Board may have from time to time;

 

Board Committee Charters” means the rules of the Board Committees, as amended from time to time;

 

Board Member” means a member of the Board;

 

Board Rules” means the organizational rules of the Board, as amended from time to time;

 

Board Profile” means the profile (profiel) for the Board Members as drawn up in accordance with clause 2.1 of the current Board Rules;

 

Business Day” means any day, other than a Saturday, Sunday or public holiday, on which banks are open for business in Amsterdam, the Netherlands, and New York, United States;

 

Chair” means the chair of the Board;

 

Civil Code” means the Dutch Civil Code (Burgerlijk Wetboek), as amended from time to time;

 

Company” has the meaning given thereto in the opening of this Agreement;

 

Confidential Information” means any information of a secret or confidential nature concerning the Hear.com Group received at any time prior to or after the date of this Agreement, but excluding any information which:

 

(i)was in the possession of or was known to the Shareholder Group prior to its receipt from the Hear.com Group (other than through a breach of Clause 5 of this Agreement);

 

(ii)was or is independently developed by the Shareholder Group without the utilization of such Confidential Information;

 

 2

 

 

(iii)is or becomes public knowledge without any fault of any member of the Shareholder Group; or

 

(iv)is or becomes available to the Shareholder Group from a source other than the Hear.com Group in circumstances where the Shareholder Group is not aware that disclosure has been made in breach of an obligation of confidentiality;

 

Control” means with respect to a Person (other than an individual) (a) direct or indirect ownership of more than 50% of the voting securities of such Person, (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) or such Person or (c) the right to manage, or direct the management of, on a discretionary basis, the assets of such Person, and, for the avoidance of doubt, a general partner is deemed to Control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be Controlled by such Person (and the terms “Controlling” and Controlled” shall have meanings correlative to the foregoing);

 

Corporate Governance Code” means the Dutch corporate governance code presented by the Corporate Governance Code Monitoring Committee on December 8, 2016, as amended from time to time;

 

Deed of Adherence” means a deed of adherence to this Agreement in the form attached as Schedule 2 (Deed of Adherence) hereto;

 

Deed of Accession” means a deed of accession to this Agreement in the form attached as Schedule 3 (Deed of Accession) hereto;

 

EQT Investors” means, collectively, Auris Luxembourg I S.A., North Harbour VII S.à r.l. and North Harbour VII S.à r.l.;

 

Exchange” has the meaning given thereto in the recitals of this Agreement;

 

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;

 

Financial Supervision Act” means the Dutch Financial Supervision Act (Wet op het financieel toezicht) and any ancillary rules, decrees and regulations thereto, as amended from time to time;

 

General Meeting” means the general meeting of shareholders of the Company;

 

Hear.com Group” means the Company and its direct and indirect subsidiaries from time to time;

 

Independent Board Member” means a member of the Board who is considered by the Company to be independent in accordance with (i) the requirements of the Exchange Act and the Exchange (including, in the context of members of the audit committee, under Rule 10A-3 of the Exchange Act) and (ii) the Corporate Governance Code;

 

Information” has the meaning given thereto in Clause 6.1;

 

IPO” has the meaning given thereto in the recitals of this Agreement;

 

 3

 

 

Management Board Members” has the meaning given in 3.1.2;

 

Management Information Package” means a package of information relating to the Hear.com Group and including any information as reasonably requested by WS Audiology and its Affiliates in accordance with the standard reporting requirements and timelines as determined by WS Audiology and its Affiliates, provided that it shall in any event include information as it has been produced in the six months prior to the date of this Agreement and that it shall at least incorporate a profit and loss account, balance sheet and cash flow statement for the Hear.com Group for periods as specified by WS Audiology and with a breakdown identifying variances from the Hear.com Group’s annual operating budget and the prior year figures (in each case unless otherwise determined by WS Audiology);

 

Parties” has the meaning given thereto in the opening of this Agreement;

 

Person” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization;

 

Prospectus” has the meaning given thereto in the recitals of this Agreement;

 

Removal Request” has the meaning given thereto in Clause 3.7.3;

 

Resignation Request” has the meaning given thereto in Clause 3.7.1;

 

Settlement” means the closing of the IPO by means of issue or delivery of the Shares against payment, as described in the Prospectus;

 

Shares” means the ordinary shares with a nominal value of €0.01 per share of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any shares into which any such Shares shall have been changed or any shares resulting from any reclassification of any such Shares;

 

Shareholder” has the meaning given thereto in the opening of this Agreement;

 

Shareholder Group” means the Shareholder and its Affiliates, including in particular WS Audiology, the EQT Investors and the T&W Investor, but excluding in each case the Hear.com Group;

 

Threshold” has the meaning given thereto in Clause 3.6;

 

Transfer” means directly or indirectly to offer, sell, lend, create restrictions over, charge, assign, contract to sell, sell any option or contract to purchase, grant any option to subscribe for or purchase any Shares, or otherwise transfer or dispose of any Shares or enter into any swap or any other transaction, of any kind, which directly or indirectly leads to a total or partial transfer to one or more third parties of title to any Shares, legal or economic, or which in any way poses, limits or transfers any risk arising from the possibility of price movement, either upwards or downwards, in respect of such Shares, notwithstanding whether any such swap or transaction described above is to be settled by delivery of its Shares or other securities, in cash or otherwise;

 

T&W Investor” means T&W Medical A/S;

 

WS Audiology” has the meaning given thereto in the opening of this Agreement; and

 

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WS Audiology Board Member” has the meaning given thereto in Clause 3.1.3.

 

1.2.In this Agreement, unless the context dictates otherwise:

 

1.2.1.the masculine gender shall include the feminine and the neuter and vice versa;

 

1.2.2.words in the singular shall include the plural and vice versa;

 

1.2.3.references to “include” and “including” shall be treated as references to “include without limitation” or “including without limitation”;

 

1.2.4.a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include reference to all subordinate legislation made from time to time;

 

1.2.5.any reference to this Agreement or to any other agreement or document shall be construed as referring to this Agreement or, as the case may be, such other agreement or document as amended, supplemented, or novated from time to time;

 

1.2.6.the headings are for identification only and shall not affect the interpretation of this Agreement; and

 

1.2.7.references to any statute or statutory provision include any code, regulation, statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision.

 

1.3.The Parties have participated jointly in the negotiation and drafting of this Agreement and if an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

 

2.            Conditionality

 

2.1.This Agreement is conditional upon Settlement occurring on or before                            , 2021 (or such later date as may be agreed in writing between the Parties) and shall become effective upon Settlement and shall thereafter continue to be effective until terminated in accordance with Clause 7 (Termination).

 

2.2.If the condition set out in Clause 2.1 is not satisfied, or shall have become incapable of being satisfied, on or before                           , 2021 (or such other date as may be agreed in writing between the Parties) all rights and obligations of the Parties under this Agreement shall cease and terminate and, subject to Clause 7.3, be of no further effect.

 

3.Board

 

3.1.Subject to the other provisions of this Clause 3, following Settlement the Board shall consist of nine Board Members as follows:

 

3.1.1.three Board Members shall qualify as Independent Board Members;

 

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3.1.2.two Board Members shall be members of management or employees of the Hear.com Group (the “Management Board Members”); and

 

3.1.3.four Board Members, including the Chair, shall be representatives of the Shareholder Group (the “WS Audiology Board Members”),

 

In accordance with this Clause 3.1, the Board Members shall be designated by WS Audiology to the Board for nomination as Board Members and shall be nominated by the Board to the General Meeting for appointment as Board Members. WS Audiology shall be entitled to designate replacements for any such Board Members, in accordance with the terms of this Agreement and the Board Profile .

 

3.2.The initial composition of the Board following Settlement shall be as per the table attached as Schedule 1 (Composition of the Board) hereto, which table also sets forth whether a Board Member is an Independent Board Member, a Management Board Member or a WS Audiology Board Member. If, and at any time, WS Audiology has the right to designate Board Members in accordance with the terms of this Agreement, WS Audiology shall have the right to request an increase of the size of the Board and, in such event, the Parties agree to follow any proposal set forth by WS Audiology regarding the increase in the size of the Board and its composition. The Parties acknowledge that it is their mutual intention, unless otherwise decided by the Board, that the Company will remain a foreign private issuer for the purposes of the Exchange Act, and that the composition of the Board will reflect that intention.

 

3.3.In accordance with clause 2.1 of the current Board Rules, the Board shall draw up the Board Profile. The Board Profile shall only be amended on the basis of a proposal of the Chair upon the affirmative vote of the majority of the Board, provided that the paragraphs of the Board Profile relating to the WS Audiology Board Members, if any, shall only be amended upon the affirmative vote of the majority of the WS Audiology Board Members who are on the Board at the time of such proposed amendment. WS Audiology shall consult with the Company as to the identity of a Board Member from time to time proposed to be designated to the Board for nomination to the General Meeting, for the purposes of assessing the suitability of such person to serve as a member of the Board with due regard to the Board Profile referred to in the preceding sentence. Any Management Board Members or WS Audiology Board Members designated by WS Audiology are not required to be “independent” within the meaning of the requirements of the Exchange Act or the Exchange. For the avoidance of doubt, the outcome of any consultation between WS Audiology and the Company pursuant to this Clause 3.3 shall be a recommendation to WS Audiology and shall not be binding on WS Audiology.

 

3.4.If, and at any time, WS Audiology has the right to designate Board Members in accordance with the terms of this Agreement and the Board Profile, the Company shall procure that the Board nominates the persons designated by WS Audiology to the General Meeting for election as Board Members and to use reasonable efforts to procure the election of any persons designated by WS Audiology to the Board at each relevant General Meeting, including by soliciting the vote of the shareholders of the Company to vote in favor of such Board Member nominees and providing any other support that the Company or the Board provides to any other nominees to the Board. If a Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting for the appointment of a replacement in accordance with the terms of this Agreement and the Board Rules.

 

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3.5.Each Board Member shall, upon appointment, sign a Deed of Adherence. The Parties hereby accept and acknowledge, where relevant in advance, the confirmations and declarations included in any Deed of Adherence signed by any Board Member. The Company and each Board Member who has signed a Deed of Adherence shall procure that Board Members are appointed in accordance with the terms of this Agreement and the Board Rules.

 

3.6.The rights of WS Audiology to designate persons as Board Members for nomination by the General Meeting and to propose replacements for Board Members, shall lapse if, at any time after the IPO, WS Audiology, the EQT Investors and the T&W Investor, taken together, directly or indirectly, hold on a beneficial basis less than 40% of the aggregate Shares in issue (the “Threshold”), in which case WS Audiology shall no longer have the right to designate any persons for nomination by the Board as Board Member in accordance with Clause 3.1. When the shareholding in the Company of WS Audiology, the EQT Investors and the T&W Investor, taken together, falls below the Threshold, the Shareholder shall inform the Chair in writing within two Business Days of the occurrence of such event.

 

3.7.WS Audiology Board Members or other Board Members, as applicable, shall be required to resign from the Board if any of the following events shall occur:

 

3.7.1.           If the beneficial shareholding in the Company of WS Audiology, the EQT Investors and the T&W Investor, taken together, falls below the Threshold, the Company, after consultation with the Chair, shall be entitled to give written notice to WS Audiology requiring the resignation of all WS Audiology Board Members (a “Resignation Request”). Upon receipt of a Resignation Request, WS Audiology shall as soon as reasonably practicable procure the resignation of all WS Audiology Board Members in order to reflect the changes in WS Audiology’s rights to be represented on the Board, and the Company shall give notice to any WS Audiology Board Member informing it that it is required to resign pursuant to this Clause 3.7.1.

 

3.7.2.If, and at any time, WS Audiology has the right to designate Board Members in accordance with Clauses 3.1 and 3.6, WS Audiology shall be entitled to give written notice to any Management Board Member or WS Audiology Board Member that it has designated as a Board Member requiring the resignation of such Board Member from the Board.

 

3.7.3.The Parties agree that for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, directly or indirectly, hold on a beneficial basis more than 50% of the aggregate Shares in issue, shareholders of the Company holding more than 50% of the issued and outstanding share capital of the Company at that time shall be entitled to deliver to the Company a written request requiring the resignation of a Board Member (a “Removal Request”). Upon receipt of a Removal Request, the Chair (or if the Removal Request relates to the Chair, the audit committee) shall assess the Removal Request on a bona fide basis and if it agrees with the Removal Request, the Chair or the audit committee, as applicable, shall request the relevant Board Member to resign from the Board.

 

The relevant Board Member who has received a notice mentioned in Clauses 3.7.1, 3.7.2 or 3.7.3 to resign from the Board, shall resign within ten calendar days of delivery of such notice or such other date as mentioned in the applicable notice. The Parties agree that if a Board Member fails to resign voluntarily within ten calendar days of delivery to it of any of the notices mentioned in Clauses 3.7.1, 3.7.2 or 3.7.3 or such other date as mentioned in the applicable notice, this will constitute serious reasons (gewichtige redenen), as a result of which the Company is not reasonably required to maintain the relevant Board Member, as a Board Member.

 

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3.8.If, and at any time, WS Audiology has the right to designate a Board Member for nomination by the Board as a Board Member in accordance with the terms of this Agreement and the Board Profile:

 

3.8.1.in the case of (i) the removal, resignation, retirement, death or disability of the relevant Board Member designated for nomination by WS Audiology or (ii) the failure of the person designated by WS Audiology to be nominated for election to the Board at any General Meeting, WS Audiology shall have the right, but not the obligation, to submit in writing to the Company a nomination for a replacement representative to the Board; provided that such person shall not be a former Board Member who has been removed for cause; and

 

3.8.2.the Company agrees that the Board shall nominate the person designated by WS Audiology as a new Board Member for appointment by the General Meeting and undertakes to promptly hold a Board Meeting and call and hold an extraordinary General Meeting with the agenda item to elect the proposed person as a new Board Member.

 

3.9.The Company agrees that, other than as permitted by this Agreement, it will not exercise any right to terminate the appointment of any Board Member, or serve any notice on any Board Member requiring his or her resignation, without the prior written consent of WS Audiology. The Company also agrees that it shall not propose any resolution to its shareholders which would, if passed, remove, restrict or reduce the rights of the Shareholder or WS Audiology set out in this Agreement.

 

3.10.Each Board Member shall be covered by:

 

3.10.1.irrespective of any separate insurance arranged by WS Audiology or its Affiliates, the Company’s directors’ and officers’ liability insurance during their appointment and for a period of at least four years following the date of their resignation or removal from the Board; and

 

3.10.2.the Company’s indemnity policy during their appointment and for a period of at least six years following the date of their resignation or removal from the Board, in each case on terms at least as favorable to the Board Members as the insurance and indemnity policy in place at the date of Settlement, in the case of insurance where such insurance is then reasonably commercially available.

 

The terms of the Company’s directors’ and officers’ liability insurance, the Company’s indemnity policy or any other relevant policy of insurance or other policy will remain at all times available for inspection by WS Audiology on request.

 

3.11.The Company acknowledges that a Management Board Member or a WS Audiology Board Member shall not have a conflict of interest with the Company within the meaning of section 2:129(6) of the Civil Code by reason only of his or her affiliation with WS Audiology who has designated him or her. The Board, following consultation with outside counsel if deemed necessary, shall determine any measures to address any actual or potential conflict of interest in accordance with the Board Rules.

 

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4.board committees

 

4.1.The Company shall procure that the Board shall have an audit committee and a compensation committee. In addition, the Board may establish more Board Committees from time to time.

 

4.2.The Parties agree that:

 

4.2.1.each of the Board Committees shall consist of at least three members;

 

4.2.2.as long as WS Audiology has the right to designate for nomination Board Members pursuant to Clauses 3.1 and 3.6, one Independent Board Member and three WS Audiology Board Members shall be on the Board’s compensation committee; and

 

4.2.3.more than half of the members of the Board’s audit committee, including its chairperson, shall be Board Members who qualify as Independent Board Members; provided that following the expiration of the phase-in period under Rule 10A-3(b)(iv)(A) of the Exchange Act regarding the independence of audit committee members, all members of the audit committee must qualify as Independent Board Members in accordance with the applicable rules. After the expiration of such phase-in period, WS Audiology shall have the right to nominate one of the WS Audiology Board Members to act as observer at meetings of audit committee if such WS Audiology Board Members fulfills the requirements of Rule 10A-3(b)(1)(iv)(D) under the Exchange Act; and

 

4.2.4.the Company shall consult WS Audiology in case any additional Board Committees are established by the Board.

 

5.Board observers

 

5.1.WS Audiology, the EQT Investors and the T&W Investor shall each have the right to nominate a reasonable amount of observers to attend Board meetings and meetings of the compensation committee. The Board shall have the right to appoint such observers. Any such observers may raise questions and provide suggestions, but shall not have any voting rights.

 

5.2.Each Board observer shall be provided with the same information as provided to the Board members in connection with any Board meeting or Board Committee meetings, but the Board may restrict the provision of information to a Board observer or exclude them from certain parts of a Board or Board Committee meeting.

 

6.Information Sharing

 

6.1.To the extent permitted by applicable laws and regulations, including the Exchange Act and the Financial Supervision Act, the Company shall provide or procure that the Shareholder Group are promptly provided with all such information (the “Information”) in respect of any Hear.com Group company necessary in order for the members of the Shareholder Group to:

 

6.1.1.complete any tax return, compilation or filing as required by applicable law or deal with any enquiry from a tax authority;

 

6.1.2.comply with any financial or other reporting obligations which apply to any member of the Shareholder Group as required by applicable law, in connection with the preparation of its consolidated financial statements that require the inclusion of the Hear.com Group’s financial information, under its financing arrangements or under its reporting obligations to its shareholders, partners or members; or

 

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6.1.3.comply with any other laws, rules or regulations which apply to any member of any Shareholder Group.

 

6.2.Without prejudice to the generality of Clause 6.1 above, to the extent permitted by applicable laws and regulations and the rules and regulations of the Exchange, and in order to comply with its accounting or regulatory obligations, the Company shall maintain, and shall procure that each member of the Hear.com Group maintains, effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Hear.com Group. For the duration of this Agreement, the Company shall, and shall procure that the other members of the Hear.com Group shall, use best efforts to support the financial reporting procedures and the budget process of WS Audiology and its Affiliates. Each Board Member and, for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, directly or indirectly, hold on a beneficial basis more than 20% of the aggregate Shares in issue, WS Audiology shall be entitled to receive: (i) a detailed draft operating budget for the Hear.com Group in respect of its next financial year, in such form as has been produced in the 12 months prior to the date of this Agreement, as soon as reasonably practicable and a final budget for the Hear.com Group no later than 45 days before the end of WS Audiology’s financial year (or such other date as reasonably determined by WS Audiology), (ii) the Management Information Package as soon as reasonably practicable and in any event in accordance with the standard reporting requirements and timelines of WS Audiology and its Affiliates and (iii) in the case of WS Audiology, any other financial or other information relating to the Company or any other member of the Hear.com Group as is reasonably requested by WS Audiology to comply with the reporting obligations under financing arrangements or to shareholders, partners or members and any accounting or regulatory obligations, in each case of WS Audiology and its Affiliates; provided that each such Person may at any time and from time to time notify the Company that it elects not to receive any or all of the information specified above (or to cancel or vary any such prior election). The Board Members shall be entitled to (x) share any information received pursuant to the preceding sentence with members of the Shareholder Group and (y) such information and such access to the officers, employees and premises of the Hear.com Group as reasonably required for the purposes of enabling WS Audiology to monitor its investments in the Company, in each case of (x) and (y) for so long as WS Audiology, the EQT Investors and the T&W Investor, taken together, directly or indirectly, hold on a beneficial basis more than 15% of the aggregate Shares in issue.

 

6.3.The Company shall procure that any document or information that is to be supplied under this Agreement which is not in the English language is accompanied by an accurate English translation (subject to WS Audiology’s consent to the contrary).

 

6.4.Nothing in this Agreement shall prohibit or restrict the Company from disclosing, in accordance with such laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on the Exchange or any other stock exchange, any inside information if and when such disclosure is required under or pursuant to the Exchange Act, or such other laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on the Exchange or any other stock exchange.

 

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6.5.Nothing in this Agreement shall require the Company, or any director, officer or employee of the Company, to disclose inside information to the extent that such disclosure would violate any applicable law. The Parties acknowledge that pursuant to the Exchange Act they and the Board Members are prohibited from using inside information to effect transactions in the Shares and from disclosing inside information to third parties except as permitted by applicable laws and applicable Company policies.

 

6.6.WS Audiology shall procure that all Information provided to it or to any member of the Shareholder Group pursuant to Clauses 6.1, 6.2 and 8.2 shall be treated as Confidential Information and shall be used in accordance with applicable laws and regulations.

 

6.7.WS Audiology shall ensure that any Confidential Information it, any member of the Shareholder Group or any WS Audiology Board Members receive shall be treated strictly confidential and only be disclosed:

 

6.7.1.to the extent necessary to any member of the Shareholder Group, and any member of the Shareholder Group’s respective directors, officers and employees, auditors, professional advisors and other representatives, on terms that such recipient shall only use such Confidential Information in connection with that Person’s legitimate interests as an indirect shareholder or representative or advisor of an indirect shareholder of the Company. In no circumstances shall any such Confidential Information be shared with a company that competes with the business of the Hear.Com Group (or its advisors or representatives); provided that (i) possession or knowledge of such Confidential Information by the Shareholder Group or its designated representatives on a company’s board of directors or governing body shall not, solely for that reason, be deemed to violate this clause (ii) possession or knowledge of such Confidential Information by a member of the Shareholder Group or its representatives carrying out a central management function with respect to a portfolio of investments, including legal, compliance, governance, audit, risk, investment committee or other oversight functions, which may include such a competing business shall not, solely for that reason, be deemed to violate this clause where such information is not disclosed to, or used in relation to, such competing business and (iii) WS Audiology and its Affiliates shall not be treated as competitor of the Hear.com Group for these purposes;

 

6.7.2.to any actual or potential providers of finance to the Hear.com Group and/or any member of the Shareholder Group and/or for the refinancing of any of the funding provided by any such finance providers; provided that such finance providers are themselves subject to confidentiality obligations;

 

6.7.3.if requested or required by applicable law or by a competent court;

 

6.7.4.if requested or required by any competent securities exchange or competent regulatory or governmental body or other authority with relevant powers to which the disclosing Person is subject to or submits;

 

6.7.5.if necessary to enforce this Agreement in court proceedings; or

 

6.7.6.if the Company has given its written consent to disclosure.

 

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7.Termination

 

7.1.This Agreement shall terminate with immediate effect upon the earlier of:

 

7.1.1.the Shares of the Company ceasing to be listed on the Exchange;

 

7.1.2.WS Audiology, the EQT Investors and the T&W Investor, taken together, ceasing to own or control, directly or indirectly, beneficially more than 15% of the aggregate Shares in issue;

 

7.1.3.upon the expiry of the period of 25 years from the date of Settlement; and

 

7.1.4.upon mutual written consent of the Parties.

 

7.2.The Shareholder and WS Audiology may terminate this Agreement with immediate effect by written notice to the Company on or at any time after:

 

7.2.1.any Person (other than the EQT Investors and the T&W Investor through WS Audiology) acquires or obtains Control of the Company;

 

7.2.2.the Company passes a resolution for its winding up or a court of competent jurisdiction makes an order for the Company’s winding up or dissolution;

 

7.2.3.the commencement of any legal proceedings in relation to a suspension of payments (surseance van betaling) or bankruptcy (faillissement) of the Company, unless such proceedings are frivolous or vexatious and are discharged, stayed or dismissed within 60 calendar days of commencement; or

 

7.2.4.the Company makes an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

 

7.3.After termination of this Agreement, all rights and obligations of the Parties under this Agreement shall end except for this Clause 7 and Clauses 1 (Definitions and Interpretations), 5 (Information Sharing); provided that Clauses 6.1 and 6.2 shall only remain effective with respect to any reporting period during which the Shareholder held Shares, 8.3 (Business opportunities), 9.10 (Governing law) and 9.11 (Jurisdiction) which shall remain in full force and effect.

 

8.Business OPPORTUNITIES

 

8.1.Subject to Clauses 6.6, 6.7 and 8.3, WS Audiology and its Affiliates and any Independent Board Member or WS Audiology Board Member may engage in or possess an interest in other investments, business ventures or entities of any nature or description, independently or with others, similar or dissimilar to, or that compete with, the investments or any business of the Hear.com Group, and may provide advice and other assistance to any such investment, business venture or entity, and the Company shall have no rights in and to such investments, business ventures or entities or the income or profits derived therefrom, and the pursuit of any such investment or venture, even if competitive with any business of the Hear.com Group, shall not be deemed wrongful or improper.

 

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8.2.WS Audiology and its Affiliates and any Independent Board Member and WS Audiology Board Member, shall not be obliged to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, it could be taken by any member of the Hear.com Group, and such Persons shall have the right to take for its or their own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity. The Parties acknowledge that where an Independent Board Member or WS Audiology Board Member receives (i) in his or her capacity as a member of the Board, information regarding a business opportunity that may be of interest to the Hear.com Group, he/she is not obliged to disclose that information for the purposes of any competing business interest; (ii) in a capacity other than that of a Board Member, information which imposes on him or her a duty of confidentiality, he or she shall not be obligated to disclose that information to the Company or to the Board, and (iii) subject to sub-paragraph (i) of this Clause 8.2, any information relating to the Company or the Hear.com Group (in his or her capacity as a Board Member or otherwise), the Independent Board Member or WS Audiology Board Member, as applicable, may, subject to any restrictions under applicable law, including the Exchange Act and the Financial Supervision Act; and provided that where such information is subject to legal privilege only to the extent that legal privilege is maintained, communicate such information to any member of the Shareholder Group; provided further, that that any such information so communicated shall be subject to Clauses 6.6 and 6.7.

 

8.3.Notwithstanding anything in this Clause 8 to the contrary, the Shareholder and WS Audiology agree, for itself and on behalf of each member of the Shareholder Group, that none of them shall, without the prior written consent of the Board, use non-public information relating to the Hear.com Group first obtained by the Shareholder or WS Audiology or any member of the Shareholder Group pursuant to this Agreement other than for the purpose of exercising the Shareholder’s and WS Audiology’s rights or monitoring their interests as a director or indirect shareholder or otherwise as permitted by Clauses 6.6 and 6.7.

 

9.General provisions

 

9.1.Costs and Expenses

 

Except as explicitly stated otherwise in this Agreement, each Party to this Agreement shall pay its own costs and expenses in relation to the preparation and execution of this Agreement.

 

9.2.Scope

 

Notwithstanding anything to the contrary provided elsewhere in this Agreement, none of the provisions of this Agreement shall in any way limit (and the Shareholder and WS Audiology shall not have any liability or obligations as a result of) the activities of EQT AB and its Affiliates (excluding the Shareholder, WS Audiology and its Affiliates) in their businesses or the activities of any portfolio company of any Affiliate of EQT AB; provided that should a representative of EQT AB or its Affiliates, or any such portfolio company, be provided with Confidential Information hereunder, the EQT Investors shall procure such representative complies with the relevant provisions of this Agreement.

 

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9.3.No recourse

 

Notwithstanding anything that may be expressed or implied in this Agreement and to the maximum extent permitted by applicable law, the Company covenants, agrees and acknowledges with the Shareholder and WS Audiology, for itself and on behalf of each person referred to in this Clause 9.3, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any member

of the Shareholder Group (other than the Shareholder and WS Audiology) or any current or future director, officer, employee, representative, general or limited partner of any member of the Shareholder Group, as such, whether by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, representative, general or limited partner or member of the Shareholder Group or any limited partnership or fund advised by a member of the Shareholder Group or assignee thereof or any investor in such limited partnership or fund, as such, for any obligation of the Shareholder or WS Audiology under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations. The Shareholder and WS Audiology shall be entitled to enforce the provisions of this Clause 9.3 against the Company on behalf of each other person referred to in this Clause 9.3. The provisions of this Clause 9.3 are without prejudice to any right of action the Company may have against a Board Member in his or her capacity as a Board Member or persons receiving Confidential Information and in each case are without prejudice to the terms of any other agreements made with any relevant parties.

 

9.4.Entire agreement

 

This Agreement supersedes and terminates any preceding or concurrent oral or written agreements between the Parties and no Party shall have any right or remedy against any other Party arising out of or in connection with any such preceding or concurrent agreements unless stated otherwise in this Agreement.

 

9.5.Amendment

 

This Agreement may only be amended by mutual agreement of the Parties in writing.

 

9.6.Assignment and Accession

 

None of the Parties may assign or procure the assumption of its rights and obligations under this Agreement, either in whole or in part, to any other Person without the prior written consent of the other Parties, except that (i) WS Audiology may assign or procure the assumption of its rights and obligations to any of its Affiliates and (ii) the Shareholder may assign or procure the assumption of its rights and obligations to any of its Affiliates, in each case subject to (A) giving not less than 5 Business Days’ notice to the other Parties but without the prior consent of such Parties and (B) such assignee executing a Deed of Accession. WS Audiology or the Shareholder, as applicable, shall procure that the assignee executes such Deed of Accession, whereupon the assignee shall be entitled to the rights and benefits and be subject to the obligations of WS Audiology or the Shareholder under this Agreement, as applicable. The Company agrees to countersign any such Deed of Accession upon request by relevant Party. Upon such accession, such assignee shall be deemed to be WS Audiology or the Shareholder, as applicable, and be subject to this Agreement as if the assignee was WS Audiology or the Shareholder, as applicable.

 

The first paragraph of this Clause 9.6 shall not apply to a transfer of Shares by the Shareholder (a) in a public offering that is registered under the Securities Act of 1933, as amended (the “Securities Act”), (b) a transfer to one or more broker-dealers or their affiliates pursuant to a firm commitment purchase agreement for an offering that is exempt from registration under the Securities Act, (c) a transfer made through the facilities of a registered securities exchange or automated inter-dealer quotation system and (d) a transfer made in compliance with the manner of sale limitations of Rule 144(f) under the Securities Act or any successor rule or provision.

 

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9.7.No rescission

 

Each Party waives any right to wholly or partly dissolve (ontbinden) or nullify (vernietigen) this Agreement or to demand the whole or partial dissolution (ontbinding) or nullification (vernietiging) thereof pursuant to Sections 6:265 through 6:272 of the Civil Code and Section 6:228 of the Civil Code respectively, and waives any right to request amendment of the legal consequences of this Agreement pursuant to Section 6:230, subsection 2, of the Civil Code. Nothing in this Clause 9.7 excludes or limits any liability for fraud or willful misconduct (opzet).

 

9.8.Counterparts

 

This Agreement may be signed in any number of counterparts each of which, when executed by one of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or PDF-file or of an electronic signature of this Agreement (e.g. via DocuSign) shall be effective as delivery of an original counterpart of this Agreement.

 

9.9.Notices

 

All notices and other communications under this Agreement must be in writing in English and delivered by e-mail to the appropriate addresses set out below, or to such addresses and as a Party may notify to the other Party from time to time.

 

To the Company:

 

hear.com N.V.
Att:
Board of Directors

Amsterdamsestraatweg 421

3551 CL Utrecht

The Netherlands

Email: soundrise@hear.com

 

To the Shareholder:

 

Auris Luxembourg III S.à r.l.

Att: Board of Managers

26A Boulevard Royal

2449 Luxembourg

Luxembourg

Email: eqtequity@eqtfunds.com

 

To WS Audiology:

 

WS Audiology A/S

Att: Board of Directors

Nymøllevej 6

3450 Lynge

Denmark

Email: eric.bernard@wsa.com; soeren.lonning@wsa.com

 

 15

 

 

With copies (which shall not constitute notice for any Party) to:

 

Simpson Thacher & Bartlett LLP

Att: William B. Brentani

2475 Hanover Street

Palo Alto, California 94304

wbrentani@stblaw.com

 

Simpson Thacher & Bartlett LLP

Att: Nicholas J. Shaw

CityPoint

One Ropemaker Street

London EC2Y 9HU

nshaw@stblaw.com

 

9.10.Governing law

 

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of the Netherlands (excluding Dutch private international law and international treaties, in particular the Vienna Convention on the International Sale of Goods dated 11 April 1980).

 

9.11.Jurisdiction

 

Without prejudice to the right of each Party to seek injunctive relief with the relevant Dutch courts (kort geding), all disputes arising in connection with this Agreement, or any agreements resulting therefrom, will be settled in accordance with the arbitration rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) (NAI) (the “Rules”), unless the relevant agreement provides otherwise, and:

 

9.11.1.the arbitral tribunal will be composed of three arbitrators appointed in accordance with the Rules;

 

9.11.2.the place of arbitration will be Amsterdam, the Netherlands;

 

9.11.3.the language of the proceedings will be English;

 

9.11.4.the arbitrators will decide according to the rules of law (regelen des rechts);

 

9.11.5.the International Bar Association (IBA) Rules on the Taking of Evidence in International Commercial Arbitration shall be applicable;

 

9.11.6.the arbitral award will be final and binding;

 

9.11.7.each Party shall give notice to the administrator of the NAI within one calendar month following receipt of the arbitral award that the Parties object to the publication in order to procure that the arbitral award will not be published;

 

9.11.8.the proceedings will not be consolidated with other arbitral proceedings under section 1046 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering) or section 39 of the Rules.

 

[Signatures on the next page]

 

 16

 

 

THUS AGREED AND SIGNED ON THE DATE FIRST WRITTEN ABOVE

 

hear.com N.V.          
     
By:    
     
Title:    

 

Aurix Luxembourg III S.à r.l.          
     
By:    
     
Title:    

 

WS Audiology A/S          
     
By:    
     
Title:    

 

 

 

EX-10.2 7 tm214804d12_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

 

 

REGISTRATION RIGHTS AGREEMENT

 

BY AND AMONG

 

HEAR.COM N.V.

 

AND

 

THE PARTIES HERETO

 

Dated as of [●], 2021

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Article I DEFINITIONS 1
     
  Section 1.01. Defined Terms 1
  Section 1.02. Other Interpretive Provisions 6
   
Article II REGISTRATION RIGHTS 7
   
  Section 2.01. Demand Registration 7
  Section 2.02. Shelf Registration 9
  Section 2.03. Piggyback Registration 12
  Section 2.04. Black-out Periods 14
  Section 2.05. Registration Procedures 16
  Section 2.06. Underwritten Offerings 20
  Section 2.07. No Inconsistent Agreements; Additional Rights 21
  Section 2.08. Registration Expenses 22
  Section 2.09. Indemnification 23
  Section 2.10. Rules 144 and 144A and Regulation S 25
  Section 2.11. Limitation on Registrations and Underwritten Offerings 25
  Section 2.12. Clear Market 26
  Section 2.13. In-Kind Distributions 26
       
Article III MISCELLANEOUS 26
       
  Section 3.01. Term 26
  Section 3.02. Injunctive Relief 27
  Section 3.03. Attorneys’ Fees 27
  Section 3.04. Notices 27
  Section 3.05. Publicity and Confidentiality 28
  Section 3.06. Amendment 29
  Section 3.07. Successors, Assigns and Transferees 29
  Section 3.08. Binding Effect 29
  Section 3.09. Third Party Beneficiaries 30
  Section 3.10. Governing Law; Jurisdiction 30
  Section 3.11. Waiver of Jury Trial 30
  Section 3.12. Severability 30
  Section 3.13. Counterparts 30
  Section 3.14. Electronic Signatures 31
  Section 3.15. Headings 31
  Section 3.16. Joinder 31
  Section 3.17. Effectiveness      31

 

i

 

 

REGISTRATION RIGHTS AGREEMENT

 

This registration rights agreement (the “Agreement”) is made and entered into as of [●], 2021, by and among the Company (as defined herein), the Shareholder (as defined herein), the Holders (as defined herein) set forth on Schedule A hereto and any other Person (as defined herein) who becomes a party hereto from time to time in accordance with this Agreement.

 

WITNESSETH:

 

WHEREAS, the Company desires to sell certain Company Shares (as defined below) to the public in an IPO (as defined below); and

 

WHEREAS, the parties are entering into this Agreement to set forth certain registration rights applicable to the Registrable Securities (as defined below) on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Article I

 

DEFINITIONS

 

Section 1.01.         Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

 

Acceptable Holders” means, individually or collectively, the EQT Investors, the T&W Investor, WS Audiology A/S and their respective Permitted Assignees and Affiliates.

 

Adverse Disclosure” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not materially misleading and would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement, but in respect of which information the Company has a bona fide, material business purpose for not disclosing publicly.

 

Affiliate” has the meaning specified in Rule 12b-2 under the Exchange Act; provided, that no Holder shall be deemed an Affiliate of the Company or its Subsidiaries for purposes of this Agreement; provided, further, that neither portfolio companies (as such term is commonly used in the private equity industry) of the EQT Investors or any of their Investment Fund Affiliates nor limited partners, non-managing members or other similar direct or indirect third party investors in the EQT Investors or any of their Investment Fund Affiliates shall be deemed to be Affiliates of the Shareholder. The term “Affiliated” has a correlative meaning.

 

Agreement” has the meaning set forth in the preamble.

 

Board of Directors” means the board of directors of the Company.

 

 

 

Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks located in Amsterdam, the Netherlands, and New York, New York, United States, are required or authorized by law or executive order to be closed.

 

Change of Control” means (a) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis as determined by the Board of Directors of the Company, to any “person” or “group” (as defined in section 13(d)(3) of the Exchange Act) (excluding the Acceptable Holders) or (b) any person or group (excluding the Acceptable Holders) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting shares of the Company (a “Sale of Control”) and, following such Sale of Control, the Acceptable Holders cease to have the right to designate, directly or indirectly, a majority of the members of the Board of the Company; provided, however, notwithstanding anything to the contrary in this definition or any provision of the Exchange Act, including section 13(d)-3 or 13(d)-5 of the Exchange Act and Rules 13d-3 and 13d-5 under the Exchange Act, (A) if any such person or group includes one or more Acceptable Holders, the issued and outstanding Company Shares and Company Share Equivalents that are directly or indirectly owned by the Acceptable Holders that are part of such person or group shall not be treated as being beneficially owned by such person or group or any other member of such group for purposes of this definition, (B) such person or group shall not be deemed to beneficially own Company Shares and Company Share Equivalents to be acquired by such person or group pursuant to a share or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of Company Shares and Company Share Equivalents in connection with the transactions contemplated by such agreement and (C) such person or group will not be deemed to beneficially own Company Shares and Company Share Equivalents of another Person as a result of its ownership of capital stock or other securities of such other Person or such Person’s parent (or related contractual rights) unless it owns 50% or more of the total voting power of the capital stock or other securities entitled to vote for the election of directors or similar governing body of such Person or such Person’s parent.

 

Company” means hear.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, and any successors and assigns thereof.

 

Company Public Sale” means any offering of the Company’s equity securities for its own account or for the account of any other Person(s).

 

Company Share Equivalent” means securities exercisable, exchangeable or convertible into Company Shares.

 

Company Shares” means the ordinary shares of the Company, nominal value €0.01 per share, any securities into which such ordinary shares shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions; for the avoidance of doubt, such term shall not include any preferred shares of the Company issued in accordance with the Company’s articles of associations.

 

Demand Company Notice” has the meaning set forth in Section 2.01(c).

 

Demand Notice” has the meaning set forth in Section 2.01(a).

 

Demand Registration” has the meaning set forth in Section 2.01(a).

 

Demand Registration Statement” has the meaning set forth in Section 2.01(a).

 

2

 

 

Demand Suspension” has the meaning set forth in Section 2.01(d).

 

Eligibility Notice” has the meaning set forth in Section 2.02(a)(i).

 

EQT Investors” means, individually or collectively (as the context requires), Auris Luxembourg I S.A., a Luxembourg public limited company, North Harbour VII S.à r.l., a Luxembourg limited liability company, and North Harbour VIII S.à r.l., a Luxembourg limited liability company, and any of their successors and assigns.

 

Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

 

Excluded Holder” means any Holder that is a former officer, director, employee or consultant of the Company or any of its Subsidiaries as of the applicable date of determination.

 

F-3 Eligibility Date” has the meaning set forth in Section 2.02(a)(i).

 

F-3 Shelf Notice” has the meaning set forth in Section 2.02(a)(i).

 

FINRA” means the U.S. Financial Industry Regulatory Authority.

 

Form F-1” means a registration statement on Form F-1 under the Securities Act, or any comparable or successor form or forms thereto.

 

Form F-3” means a registration statement on Form F-3 under the Securities Act, or any comparable or successor form or forms thereto.

 

Form F-4” means a registration statement on Form F-4 under the Securities Act, or any comparable or successor form or forms thereto.

 

Form S-8” means a registration statement on Form S-8 under the Securities Act, or any comparable or successor form or forms thereto.

 

Holder” means any holder of Registrable Securities that is a party hereto or that succeeds to rights hereunder pursuant to Section 3.07.

 

Impacted Holder” has the meaning set forth in Section 3.06.

 

Investment Fund” means, collectively, (i) a private equity or other investment fund that (A) makes investments in multiple portfolio companies and was not formed primarily to invest in the Company or its Subsidiaries or (B) is an alternative investment vehicle for a fund described in clause (A) and (ii) any Person directly or indirectly wholly-owned by any private equity or other investment fund (or group of Affiliated private equity or other investment funds) described in clause (x) and/or any general partner or managing member who is an Affiliate thereof.

 

IPO” means (i) the first registered initial public offering in the United States or foreign jurisdiction of the equity securities of the Company or any entity into which the equity securities of the Company may be converted in connection with such offering, pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form F-4 or Form S-8 or any similar form) or pursuant to other applicable foreign laws or (ii) the date of effectiveness of a registration of a class of securities of the Company or any entity into which the securities of the Company may be converted in connection with such registration under the Exchange Act to be traded on a national securities exchange in the United States that has registered with the SEC under section 6 of the Exchange Act; provided, that, for the avoidance of doubt, the closing contemplated by a registration statement on Form F-1 publicly filed by the Company with the SEC shall constitute an IPO.

 

3

 

 

Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

 

Long-Form Registration” has the meaning set forth in Section 2.01(a).

 

Loss” or “Losses” has the meaning set forth in Section 2.09(a).

 

Majority Impacted Holders” means the Impacted Holders holding a majority of the Registrable Securities held by all Impacted Holders as of the applicable date of determination.

 

Marketed Underwritten Offering” means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

 

Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 2.02(e)(iii).

 

Marketed Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.02(e)(iii).

 

Participating Holder” means, with respect to any Registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

 

Permitted Assignee” has the meaning set forth in Section 3.07(a).

 

Person” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

 

Piggyback Registration” has the meaning set forth in Section 2.03(a).

 

Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

 

Registrable Securities” means any Company Shares and any securities that may be issued or distributed or be issuable or distributable in respect of, or in substitution for, any Company Shares by way of conversion, exercise, dividend, share split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case whether now owned or hereinafter acquired; provided, however, that any such Registrable Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities have been distributed pursuant to Rule 144 or Rule 145 of the Securities Act (or any successor rule or other exemption from the registration requirements of the Securities Act), (iii) a Registration Statement on Form S-8 (or any successor form) covering the resale of such securities is effective, (iv) such security ceases to be outstanding or (v) when a Holder (other than the Shareholder or any of its respective Affiliates) is able to dispose of such Registrable Securities held by it pursuant to Rule 144 under the Securities Act without any limitation. For the avoidance of doubt, it is understood that, (i) with respect to any Registrable Securities that are subject to vesting conditions, all vesting conditions must be satisfied and such Registrable Securities vested prior to the exercise of any registration rights with respect to such Registrable Securities pursuant to this Agreement and/or sale of such Registrable Securities and (ii) with respect to any Registrable Securities for which a Holder holds vested but unexercised options or other Company Share Equivalents at such time exercisable for, convertible into or exchangeable for Company Shares, to the extent that such Registrable Securities are to be sold under a registration statement pursuant to this Agreement, such Holder must exercise the relevant option or exercise, convert or exchange such other relevant Company Share Equivalent and agree to transfer the underlying Registrable Securities (in each case, net of any amounts required to be withheld by the Company in connection with such exercise).

 

4

 

 

Registration” means a registration with the SEC of the Company’s securities for offer and sale to the public under a Registration Statement. The terms “Register” and “Registered” shall have correlative meanings.

 

Registration Expenses” has the meaning set forth in Section 2.08.

 

Registration Statement” means any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including any related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

 

Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

 

Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

 

SEC” means the United States Securities and Exchange Commission.

 

Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

 

Shareholder” means Auris Luxembourg III S.à r.l., a limited liability company incorporated under the laws of Luxembourg, and any Permitted Assignee thereof that becomes a party hereto as Shareholder, together with each of their respective successors.

 

Shelf Holder” has the meaning set forth in Section 2.02(c).

 

Shelf Notice” has the meaning set forth in Section 2.02(a)(ii).

 

Shelf Period” has the meaning set forth in Section 2.02(b).

 

5

 

 

Shelf Registration” means a Registration effected pursuant to Section 2.02.

 

Shelf Registration Statement” means a Registration Statement of the Company filed with the SEC on either (i) Form F-3 (or any successor or similar short-form registration statement) or (ii) if the Company is not permitted to file a Registration Statement on Form F-3, a Registration Statement on Form F-1 (or any successor or similar registration statement), in each case for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the Registrable Securities, as applicable.

 

Shelf Suspension” has the meaning set forth in Section 2.02(d).

 

Shelf Take-Down” has the meaning set forth in Section 2.02(e)(i).

 

Short-Form Registration” has the meaning set forth in Section 2.01(a).

 

Special Registration” has the meaning set forth in Section 2.12.

 

Subsidiary” means, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the Subsidiaries of that Person or a combination thereof, or (ii) if no such governing body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, company, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, company, association or other business entity gains or losses or is (or controls) the managing member or general partner of such limited liability company, company, association or other business entity.

 

T&W Investor” means T&W Medical A/S, a Danish public limited company, and its successors and assigns.

 

Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

 

Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.02(e)(ii).

 

Section 1.02.          Other Interpretive Provisions. (a)  In this Agreement, except as otherwise provided:

 

(i)             A reference to an Article, Section or Schedule is a reference to an article or section of, or schedule to, this Agreement, and references to this Agreement include any recital in or Schedule to this Agreement.

 

(ii)            The Schedules form an integral part of and are hereby incorporated by reference into this Agreement.

 

(iii)            Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

 

6

 

 

(iv)            Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.

 

(v)            Unless the context otherwise requires, the words “hereof” and “herein”, and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or clause. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation.”

 

(vi)            A reference to any legislation or to any provision of any legislation shall include any amendment, modification or re-enactment thereof and any legislative provision substituted therefor.

 

(vii)            All determinations to be made by the Shareholder hereunder shall be made by the Shareholder in its sole discretion, and the Shareholder may determine, in its sole discretion, whether or not to take actions that are permitted, but not required, by this Agreement to be taken by the Shareholder, including the giving of consents required hereunder.

 

(b)            The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intention or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

 

Article II

 

REGISTRATION RIGHTS

 

Section 2.01.          Demand Registration.

 

(a)            Demand by Shareholder. At any time, the Shareholder may, subject to Section 2.11, make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held directly or indirectly by the Shareholder (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Shareholder to be registered and the intended methods of disposition thereof. Subject to Section 2.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement (which the Company shall designate as an automatically effective Registration Statement if the Company qualifies at such time to file such a Registration Statement) relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act (if such Registration Statement is not automatically effective) and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests.

 

(b)            Demand Withdrawal. The Shareholder may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon delivery of a notice by the Shareholder to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement. For the avoidance of doubt, the Shareholder shall not have any liability or obligation to any other Holder following its determination to terminate, withdraw and/or delay any Demand Registration initiated by it under this Section 2.01.

 

7

 

 

(c)            Demand Company Notice. Subject to Section 2.11, promptly upon delivery of any Demand Notice (but in no event more than five (5) Business Days following delivery of such Demand Notice), the Company shall deliver a written notice (a “Demand Company Notice”) of any such Registration request to all Holders (other than the Shareholder), if any, and the Company shall include in such Demand Registration all such Registrable Securities of such Holders which the Company has received written requests for inclusion therein within ten (10) Business Days after the date that such Demand Company Notice has been delivered. All requests made pursuant to this Section 2.01(c) shall specify the aggregate amount of Registrable Securities of such Holder to be registered.

 

(d)            Delay in Filing; Suspension of Registration. If the Company furnishes to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Shareholder, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of sixty (60) days, in each case, during any twelve (12) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (i) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (ii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (iii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (iv) as required by law, rule or regulation, (v) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (a) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (b) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Participating Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act, or as may reasonably be requested by the Shareholder.

 

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(e)            Underwritten Offering. If the Shareholder so requests, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering, and the Shareholder shall have the right to select the managing underwriter or underwriters to administer the offering. If the Shareholder intends to sell the Registrable Securities covered by its demand by means of an Underwritten Offering, the Shareholder shall so advise the Company as part of its Demand Notice, and the Company shall include such information in the Demand Company Notice.

 

(f)             Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided to the Shareholder) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iii) third, and only if all of the securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

 

Section 2.02.          Shelf Registration.

 

(a)            Filing.

 

(i)             Following the IPO, the Company shall use its reasonable best efforts to qualify for Registration on Form F-3 for secondary sales. Promptly following the date on which the Company becomes eligible to Register on Form F-3 (the “F-3 Eligibility Date”), the Company shall notify, in writing, the Shareholder of such eligibility and its intention to file and maintain a Shelf Registration Statement on Form F-3 covering the Registrable Securities held by the Shareholder (the “Eligibility Notice”). Promptly following receipt of such Eligibility Notice (but in no event more than ten (10) days after receipt of such Eligibility Notice), the Shareholder shall deliver a written notice to the Company, which notice shall specify the aggregate amount of Registrable Securities held by the Shareholder to be covered by such Shelf Registration Statement and the intended methods of distribution thereof (the “F-3 Shelf Notice”). Following delivery of the F-3 Shelf Notice, the Company (x) shall file promptly (and, in any event, within the earlier of (i) thirty (30) days of receipt of the F-3 Shelf Notice and (ii) forty (40) days after delivery of the Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Shareholder and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act (including upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided, however, that if the Shareholder reasonably believes that the Company will become F-3 eligible and delivers a F-3 Shelf Notice following the IPO but prior to the F-3 Eligibility Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement on Form F-3 and provided, however, that notwithstanding anything to the contrary in the foregoing, the Shareholder may, by written notice to the Company, suspend the Company’s obligations under this Section 2.02(a) until such time as the Shareholder shall determine and the Company shall then use its reasonable best efforts to comply with its obligations under this Section 2.02(a) after giving effect to such suspension.

 

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(ii)            Subject to the right to deliver a Shelf Notice in the manner contemplated by the first proviso below, at any time following the first anniversary of the IPO, to the extent that the Company is not eligible to file or maintain a Shelf Registration Statement on Form F-3 as contemplated by Section 2.02(a)(i), the Shareholder may, subject to Section 2.11, make a written request to the Company to file a Shelf Registration Statement on Form F-1 (a “Shelf Notice”), which Shelf Notice shall specify the aggregate amount of Registrable Securities of the Shareholder to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company (x) shall file promptly (and, in any event, within ninety (90) days following delivery of such Shelf Notice) with the SEC such Shelf Registration Statement relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Shareholder and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement (provided, however, that if a Shelf Notice is delivered prior to the first anniversary of the IPO, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement prior to the first anniversary of the IPO) and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act. If, on the date of any such request (or, in the event of a request that is delivered prior to the first anniversary of the IPO, on the date following the first anniversary of the IPO), the Company does not qualify to file a Shelf Registration Statement under the Securities Act, the provisions of this Section 2.02 shall not apply, and the provisions of Section 2.01 shall apply instead.

 

(b)            Continued Effectiveness. The Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 2.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in section 4(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Shareholder with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 2.02(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (i) a Shelf Suspension permitted pursuant to Section 2.02(d) or (ii) required by applicable law, rule or regulation.

 

(c)            Company Notices. Promptly after delivery of a F-3 Shelf Notice or Shelf Notice pursuant to Section 2.02(a) (but in no event more than ten (10) Business Days after delivery of such F-3 Shelf Notice or the Shelf Notice, as applicable), the Company shall deliver a written notice of the F-3 Shelf Notice or the Shelf Notice, as applicable, to all Holders other than the Shareholder, if any, and the Company shall include in such Shelf Registration all Registrable Securities of such Holders which the Company has received written requests for inclusion therein within ten (10) Business Days after such written notice is delivered to such Holders (each such Holder delivering such a request, together with the Shareholder, if applicable, a “Shelf Holder”). If the Company is permitted by applicable law, rule or regulation to add selling shareholders to a Shelf Registration Statement without filing a post-effective amendment, a Holder may request the inclusion of any amount of such Holder’s Registrable Securities in such Shelf Registration Statement at any time or from time to time after the filing of a Shelf Registration Statement, and the Company shall add such Registrable Securities to the Shelf Registration Statement as promptly as reasonably practicable, and such Holder shall be deemed a Shelf Holder.

 

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(d)            Delay in Filing; Suspension of Registration. If the Company furnishes to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Shareholder, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (i) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (ii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (iii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (iv) as required by law, rule or regulation, (v) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (vi) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, and (a) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (b) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Shelf Holders may reasonably request and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Shareholder.

 

(e)             Shelf Take-Downs.

 

(i)             An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated only by the Shareholder. Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the Company shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by the Shareholder.

 

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(ii)            Subject to Section 2.11, if the Shareholder elects by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down Notice”) and the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as practicable. The Shareholder shall have the right to select the managing underwriter or underwriters to administer such offering. The provisions of Section 2.01(f) shall apply to any Underwritten Offering pursuant to this Section 2.02(e).

 

(iii)            If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other marketing effort, which may be conducted confidentially, by the Company and the underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Shareholder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered.

 

Section 2.03.          Piggyback Registration.

 

(a)            Participation. If the Company at any time proposes to file a Registration Statement with respect to any Company Public Sale (other than (i) a Registration Statement proposed to be filed in connection with the IPO, (ii) a Registration under Section 2.01 or Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (iii) a Registration Statement on Form F-4 or Form S-8, (iv) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (v) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, (vi) a Registration Statement relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged), then, (A) as soon as practicable (but in no event less than thirty (30) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Shareholder, and such notice shall offer the Shareholder the opportunity to Register under such Registration Statement such number of Registrable Securities as the Shareholder may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Shareholder), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Sections 2.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, that, if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Shareholder to request that such Registration be effected as a Demand Registration under Section 2.01, and (2) in the case of a determination to delay Registering, in the absence of a request by the Shareholder to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

 

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(b)            Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

 

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(c)            Restrictions on Non-Shareholder Holders. Notwithstanding any provisions contained herein, Holders other than the Shareholder shall not be able to exercise the right to a Piggyback Registration unless the Shareholder exercises its rights with respect to such Piggyback Registration.

 

(d)            No Effect on Demand Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall be deemed to have been effected pursuant to Section 2.01 or Section 2.02 or shall relieve the Company of its obligations under Section 2.01 or Section 2.02.

 

Section 2.04.          Black-out Periods.

 

(a)            Black-out Periods for Holders. In the event of a Company Public Sale of the Company’s equity securities in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Company Public Sale other than the IPO, if and only if the Shareholder also agrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or Company Share Equivalents or any other securities of the Company, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, Company Share Equivalents or any other securities of the Company, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or Company Share Equivalents or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing without the prior written consent of the Company, in each case, during the period commencing on the date of such offering and continuing for not more than one hundred eighty (180) days (in the event of the IPO) or ninety (90) days (in the event of any other Company Public Sale) after the date of the underwriting agreement entered into in connection with such IPO or Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided, that no Holder shall be subject to any such black-out period of longer duration than that applicable to the Shareholder and such restrictions shall be subject to customary exceptions typically included in underwriter lock-up agreements, to the extent acceptable to the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such Company Public Sale (and, with respect to any such Company Public Sale other than the IPO, if and only if the Shareholder agrees to such request and enters into such separate agreement), the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares or Company Share Equivalents (or other securities) subject to the foregoing restriction until the end of the period referenced above.

 

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(b)            Black-out Period for the Company and Others. In the case of an offering of Registrable Securities pursuant to Section 2.01 or 2.02 that is a Marketed Underwritten Offering, the Company and each of the Holders agree, if requested by the managing underwriter or underwriters with respect to such Marketed Underwritten Offering and only to the extent the Shareholder also agrees, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or Company Share Equivalents or any other securities of the Company, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or Company Share Equivalents or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing without the prior written consent of the Company, in each case, during the period commencing on the date of such offering and continuing for not more than ninety (90) days (or such lesser period as may be agreed by the managing underwriter or underwriters) after the date of the underwriting agreement entered into in connection with such Marketed Underwritten Offering, to the extent timely notified in writing by the Shareholder or the managing underwriter or underwriters, as the case may be; provided, that no Holder shall be subject to any such black-out period of longer duration than that applicable to the Shareholder and such restrictions shall be subject to customary exceptions typically included in underwriter lock-up agreements, to the extent acceptable to the managing underwriter or underwriters. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form F-4 or Form S-8 or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. The Company agrees to use its reasonable best efforts to obtain from each of its directors and officers and each other holder of restricted securities of the Company which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (but subject to Section 2.07), if after the date hereof the Company or any of its Subsidiaries grants any Person (other than a Holder) any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.04(b) as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such Marketed Underwritten Offering (and if and only if the Shareholder agrees to such request and enters into such separate agreement), the Holders shall execute a separate agreement to the foregoing effect. Subject to the provisions of this Agreement, the Company shall be responsible for negotiating all lock-up agreements with the managing underwriters and the Holders agree to execute the form so negotiated in accordance with the terms of this Agreement. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

 

(c)            Notwithstanding anything contained to the contrary, nothing contained in this Section 2.04 shall apply to any Excluded Holder.

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Section 2.05.         Registration Procedures.

 

(a)           In connection with the Company’s Registration obligations under Sections 2.01, 2.02, and 2.03 and subject to the applicable terms and conditions set forth therein, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:

 

(i)            prepare the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Shareholder, if applicable, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and the Shareholder and their respective counsel and (y) except in the case of a Registration under Section 2.03, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the underwriters, if any, or the Shareholder shall reasonably object;

 

(ii)           as promptly as practicable and in accordance with the other provisions of this Agreement, file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as soon as practicable;

 

(iii)          prepare and file with the SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be (x) reasonably requested by the Shareholder, (y) reasonably requested by any other Participating Holder (to the extent such request relates to information relating to such Participating Holder), or (z) necessary to keep such Registration effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

 

(iv)          promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;

 

(v)           promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;

 

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(vi)          use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus;

 

(vii)         promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Shareholder (to the extent the Shareholder is participating in such Registration) agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

 

(viii)        furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

 

(ix)          deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter;

 

(x)           on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2.02(b), provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

 

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(xi)          cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

 

(xii)         use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

 

(xiii)        not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or any other required depository;

 

(xiv)        make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;

 

(xv)         enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Shareholder or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;

 

(xvi)        obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;

 

(xvii)       in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

 

(xviii)      cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

 

(xix)         use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

 

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(xx)          provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

 

(xxi)         use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company Shares are then quoted;

 

(xxii)        make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the Shareholder, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by the Shareholder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; provided, that any such Person gaining access to information regarding the Company pursuant to this Section 2.05(a)(xii) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has actual knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person;

 

(xxiii)       in the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

 

(xxiv)      otherwise comply in all material respects with all applicable rules and regulations of the SEC in connection with any Registration Statement and the disposition of all Registrable Securities covered by such Registration Statement.

 

(b)           The Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Participating Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

 

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(c)           Each Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 2.05(a)(iv)(C), (D), or (E) or Section 2.05(a)(v), such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until (i) such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(v), (ii) such Participating Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, (iii) such Participating Holder is advised in writing by the Company of the termination, expiration or cessation of such order or suspension referenced in Section 2.05(a)(iv)(C) or (E) or (iv) such Participating Holder is advised in writing by the Company that the representations and warranties of the Company in such applicable underwriting agreement are true and correct in all material respects. If so directed by the Company, such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus or any Issuer Free Writing Prospectus covering such Registrable Securities current at the time of delivery of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(v) or is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.

 

Section 2.06.         Underwritten Offerings.

 

(a)           Demand and Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by the Shareholder pursuant to a Registration under Section 2.01 or Section 2.02, as applicable, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, the Shareholder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. The Shareholder shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

 

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(b)           Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

 

(c)           Participation in Underwritten Registrations. Subject to the provisions of Sections 2.06(a) and 2.06(b) above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

 

(d)           Price and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.01 or Section 2.02, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Shareholder so long as all Registrable Securities are subject to the same financial terms.

 

Section 2.07.         No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of the Shareholder, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(iii) and (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable prior to such time as the Shareholder and the Holders can first exercise their rights under Section 2.01 or Section 2.02, as applicable.

 

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Section 2.08.         Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC, FINRA and if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in FINRA Rule 5121 (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including fees and disbursements of counsel for the underwriters in connection with “Blue Sky” qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company or any other required depositories and of printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel and one accounting firm as selected by the holders of a majority of the Registrable Securities included in such Registration, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xiii) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. In connection with each Registration or offering made pursuant to this Agreement, the Company shall pay (i) the reasonable fees and expenses of the Shareholder’s counsel and (ii) the reasonable fees and expenses of one counsel to the other Holders (not including the Shareholder), which counsel shall be designated by other Holders holding a majority of the Registrable Securities included in such Registration and may (but is not required to) be the same counsel for the Shareholder.

 

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Section 2.09.         Indemnification.

 

(a)           Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each of the Holders, each of their respective direct or indirect partners, members, managers or shareholders and each of such partner’s, member’s or shareholder’s partners, members, managers or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of preparation and investigation and legal expenses) (each, a “Loss” and collectively, “Losses”) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein), any Issuer Free Writing Prospectus or amendment or supplement thereto, or any other disclosure document produced by or on behalf of the Company or any of its Subsidiaries including reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company or any of its Subsidiaries in connection with any such registration, qualification, compliance or sale of Registrable Securities, (iv) any failure to register or qualify Registrable Securities in any state or other jurisdiction where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities (provided, that, in such instance, the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities) or (v) any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto, and the Company will reimburse, as incurred, each such Holder and each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and controlling Persons and each of their respective Representatives, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the Company shall not be liable to any particular indemnified party to the extent that any such Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof or (B) an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

 

(b)           Indemnification by the Participating Holders. Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners, members, managers or shareholders and each of such partner’s, member’s or shareholder’s partners, members, managers or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. In no event shall the liability of such Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

 

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(c)           Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Section 2.09 shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in each case without the prior written consent of the indemnified party, unless the entry of such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party, and provided, that any sums payable in connection with such settlement are paid in full by the indemnifying party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 2.09(c), in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties, or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

 

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(d)           Contribution. If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.09 is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 2.09(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.09(d). No Person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections 2.09(a) and 2.09(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.09(d), in connection with any Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amount paid by such Holders pursuant to Section 2.09(b). If indemnification is available under this Section 2.09, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 2.09(a) and 2.09(b) hereof without regard to the provisions of this Section 2.09(d).

 

(e)           No Exclusivity. The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

 

(f)            Conflicts. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions in this Section 2.09, the provisions in the underwriting agreement shall control.

 

(g)           Survival. The indemnities provided in this Section 2.09 shall survive the transfer of any Registrable Securities by such Holder.

 

Section 2.10.         Rules 144 and 144A and Regulation S. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of the Shareholder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as the Shareholder may reasonably request, all to the extent required from time to time to enable the Holders, following the IPO, to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

 

Section 2.11.         Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive ninety (90) day period or (ii) effect any Underwritten Offering unless the Shareholder initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000.

 

25

 

 

Section 2.12.         Clear Market. With respect to any Underwritten Offerings of Registrable Securities by the Shareholder pursuant to this Agreement, the Company agrees not to effect (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) covering any of its equity securities or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60) days following the effective date of such offering or such longer period up to ninety (90) days as may be requested by the managing underwriter for such Underwritten Offering. “Special Registration” means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form F-4 or Form S-8 or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, employees, consultants, customers, lenders or vendors of the Company or its Subsidiaries or in connection with dividend reinvestment plans.

 

Section 2.13.         In-Kind Distributions. If the Shareholder seeks to effectuate an in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate with and assist the Shareholder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by the Shareholder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Company Shares without restrictive legends, to the extent no longer applicable) and any such equityholder shall, with its consent and with the consent of the Shareholder, be treated as the Shareholder and/or a Holder (as determined by the Shareholder) for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Shareholder and/or a Holder, as applicable.

 

Article III

 

MISCELLANEOUS

 

Section 3.01.         Term.

 

(a)           This Agreement shall terminate with respect to any Holder (i) with the prior written consent of the Shareholder in connection with the consummation of a Change of Control, (ii) for those Holders (other than the Shareholder) that beneficially own less than five percent (5%) of the Company’s outstanding Company Shares, if all of the Registrable Securities then owned by such Holder could be sold in any ninety (90) day period pursuant to Rule 144, (iii) as to any Holder, if all of the Registrable Securities held by such Holder have been sold or otherwise transferred in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom, or (iv) with respect to any Holder that is an officer, director, employee or consultant of the Company or any of its Subsidiaries on the date that is ninety (90) days after the date on which such Holder ceases to be an employee, director or consultant (as applicable) of the Company and its Subsidiaries.

 

(b)           Notwithstanding the foregoing, the provisions of Sections 2.09, 2.10 and 2.13 and all of this Article III shall survive any such termination. Upon the written request of the Company, each Holder agrees to promptly deliver a certificate to the Company setting forth the number of Registrable Securities then beneficially owned by such Holder.

 

26

 

 

Section 3.02.         Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

 

Section 3.03.         Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

 

Section 3.04.         Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via facsimile to the number set out below or on Schedule A if the sender receives confirmation of delivery or if the sender on the same or following Business Day sends a confirming copy of such notice by a recognized delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national air courier service, (d) when transmitted via email (including via attached pdf document) to the email address set out below or on Schedule A if the sender on the same day sends a confirming copy of such notice by a recognized delivery service (charges prepaid) or (e) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective parties, as applicable, at the address, facsimile number or email address set forth below or on Schedule A hereto (or such other address, facsimile number or email address as any Holder may specify by notice to the Company in accordance with this Section 3.04):

 

(a)           Company:

 

hear.com N.V.

Amsterdamsestraatweg 421

3551 CL Utrecht

The Netherlands

Attention:             Executive Directors and Co-CEOs

Email:                    marco.vietor@audibene.de; paul.crusius@audibene.de

 

with a copy (which shall not constitute actual or constructive notice) to:

 

Simpson Thacher & Bartlett LLP
2475 Hanover Street

Palo Alto, CA 94304

USA

Attention:            William Brentani

Email:                    wbrentani@stblaw.com

 

27

 

 

Simpson Thacher & Bartlett LLP
CityPoint, One Ropemaker Street

London EC2Y 9HU

United Kingdom

Attention:             Nicholas J. Shaw

Email:                    nshaw@stblaw.com

 

(b)            Shareholder:

 

Auris Luxembourg III S.à r.l.

26A Boulevard Royal

2449 Luxembourg

Luxembourg

Attention:             Board of Managers

Email:                    eqtequity@eqtfunds.com

 

with a copy (which shall not constitute actual or constructive notice) to:

 

Simpson Thacher & Bartlett LLP
2475 Hanover Street

Palo Alto, CA 94304

USA

Attention:            William Brentani

Email:                    wbrentani@stblaw.com

 

Simpson Thacher & Bartlett LLP
CityPoint, One Ropemaker Street

London EC2Y 9HU

United Kingdom

Attention:             Nicholas J. Shaw

Email:                    nshaw@stblaw.com

 

Section 3.05.         Publicity and Confidentiality. Each of the parties hereto shall keep confidential this Agreement and the transactions contemplated hereby, and any nonpublic information received pursuant hereto, and shall not disclose, issue any press release or otherwise make any public statement relating hereto or thereto without the prior written consent of the Company and the Shareholder unless so required by applicable law or any governmental authority; provided, that no such written consent shall be required (and each party shall be free to release such information) for disclosures (a) to each party’s partners, members, advisors, employees, agents, accountants, trustee, attorneys, Affiliates and investment vehicles managed or advised by such party or the partners, members, advisors, employees, agents, accountants, trustee or attorneys of such Affiliates or managed or advised investment vehicles, in each case so long as such Persons agree to keep such information confidential, (b) in the registration statement relating to the IPO, (c) to the extent required by law, rule or regulation or (d) expressly permitted by this Agreement.

 

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Section 3.06.         Amendment. The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and the Shareholder; provided, however, that any modification, amendment or waiver of this Agreement that would subject any Holder (other than the Shareholder and any Excluded Holder) to materially adverse disproportionate treatment relative to the other Holders (other than the Shareholder and any Excluded Holder) taking into account and considering the rights of such Holder prior to such amendment, modification or waiver (each such Holder, an “Impacted Holder”) shall require the agreement of the Majority Impacted Holders; provided, further, that any modification, amendment or waiver of Section 2.02(c), Section 2.02(e), Section 2.03, Section 2.04 or this Section 3.06 of this Agreement (or to any defined term used in any such Section of this Agreement) that would materially and adversely affect the rights of any Holder (other than the Shareholder) or any other modification, amendment or waiver of this Agreement that would impose upon any Holder (other than the Shareholder) any additional material obligation or would materially and adversely affect the rights of any Holder (other than the Shareholder) under Section 2.09 of this Agreement shall require the agreement of the adversely affected Holders (other than the Shareholder) holding a majority of the Registrable Securities held by all such adversely affected Holders (other than the Shareholder) as of the applicable date of determination; provided, further, that notwithstanding the foregoing proviso, the Shareholder may waive Section 2.04(a) or Section 2.04(b) without the consent of any other Holder, provided, further, that, in the event the Shareholder no longer holds any Company Shares, this Agreement may be amended, modified, supplemented, restated, waived or terminated with the written consent of (a) the Company and (b) the Holders holding a majority of the Company Shares held by the Holders. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

 

Section 3.07.         Successors, Assigns and Transferees.

 

(a)           The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) the Shareholder; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by the Shareholder to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the Shareholder, be treated as the Shareholder and/or Holder (as determined by the Shareholder) for all purposes under this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance acceptable to the Shareholder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Shareholder determines are necessary to make such Person a party hereto), whereupon such Person will be treated as the Shareholder and/or a Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Shareholder and/or a Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

 

(b)           Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by any other agreement to which any Holder may be a party.

 

Section 3.08.         Binding Effect. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors.

 

29

 

 

Section 3.09.         Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Section 2.09, each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

 

Section 3.10.         Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT AND ENFORCED EXCLUSIVELY IN THE COURTS OF ANY U.S. Federal or New York State court in the Borough of Manhattan in the City of New York, New York, UNITED STATES; so long as one of such courts shall have subject matter jurisdiction over such action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS (and of the appropriate appellate courts therefrom) IN RESPECT OF ANY SUCH ACTION OR PROCEEDING and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding in any such court or that any such action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 3.04 shall be deemed effective service of process on such party.

 

Section 3.11.         Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.11.

 

Section 3.12.         Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 3.13.         Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

 

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Section 3.14.         Electronic Signatures. In the event that any signature to this Agreement is delivered by facsimile transmission, electronic mail, electronic signature or otherwise by electronic transmission evidencing an intent to sign this agreement (e.g. DocuSign), such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Agreement by facsimile transmission, electronic mail, electronic signature or other electronic transmission is legal, valid and binding for all purposes.

 

Section 3.15.         Headings. The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

Section 3.16.         Joinder. Any Person that holds Company Shares may, with the prior written consent of the Shareholder, be admitted as a party to this Agreement upon its execution and delivery of a joinder agreement, in form and substance acceptable to the Shareholder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Shareholder determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement.

 

Section 3.17.         Effectiveness. This Agreement shall become effective when each party hereto shall have executed and delivered this Agreement. Until and unless each party has executed and delivered this Agreement, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). This Agreement shall automatically terminate if the underwriting agreement relating to the IPO is terminated for any reason prior to the completion of the IPO or the IPO contemplated by the Underwriting Agreement is not consummated on or before the tenth (10th) Business Day following the date of this Agreement.

 

[Remainder of Page Intentionally Blank]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

  HEAR.COM N.V.

 

  By:  
    Name:
    Title:

 

[Signature Page to Registration Rights Agreement]

 

 

 

  Auris Luxembourg III S.à r.l.

 

  By:  
    Name:
    Title:

 

[Signature Page to Registration Rights Agreement]

 

 

 

Schedule A

 

HOLDER FOR PURPOSES OF SECTION 3.04,
with a copy (which shall not
constitute notice) to:
Auris Luxembourg III S.à r.l. See Section 3.04.

 

 

EX-10.3 8 tm214804d12_ex10-3.htm EXHIBIT 10.3

 

Exhibit 10.3

 

Dated [·], 2021

 

SIVANTOS PTE. LTD.

 

AND

 

HEAR.COM N.V.

 

 

TRANSITIONAL SERVICES AGREEMENT

 

 

 

 

 

WSA-HEAR.COM:  TRANSITIONAL SERVICE AGREEMENT  

 

CONTENT

 

1. DEFINITIONS AND INTERPRETATION 3
     
2. SERVICES TO BE PROVIDED 5
     
3. SUB-CONTRACTING 6
     
4. THIRD PARTY SUPPLIERS; FORCE MAJEURE 7
     
5. SERVICE CHARGE; PAYMENT TERMS 8
     
6. COOPERATION OBLIGATIONS 9
     
7. STANDARD FOR SERVICES 9
     
8. CHANGES TO SERVICES 10
     
9. LIMITATION OF LIABILITY; TIME-BAR OF CLAIMS 11
     
10. TRANSITION SERVICE MANAGER 12
     
11. TERM; TERMINATION 12
     
12. TERMINATION OF SUPPLY AND SERVICE AGREEMENTS 13
     
13. INTELLECTUAL PROPERTY 13
     
14. INFORMATION TECHNOLOGY 14
     
15. EMPLOYMENT 15
     
16. CONFIDENTIALITY AND DATA PROTECTION 15
     
17. MISCELLANEOUS 16
     
18. NOTICES 17
     
19. DISPUTE RESOLUTION 18
     
20. GOVERNING LAW 18
     
Schedule 1 - Applications, Services, Other Assistance 20
     
Schedule 2 - Data Protection and Authorized Sub-Processors 23

 

2

 

 

WSA-HEAR.COM:  TRANSITIONAL SERVICE AGREEMENT  

 

THIS TRANSITIONAL SERVICES AGREEMENT ("Agreement") is made on [·], 2021

 

BETWEEN:

 

(1)SIVANTOS PTE. LTD., a company incorporated and registered in Singapore (Registration No. 198600657G) whose registered office is at 18 Tai Seng Street, #08-08, Singapore 539775 ("WSA"); and

 

(2)hear.com N.V., a company incorporated and registered in the Netherlands (Registration No. 81157959) whose registered office is at Amsterdamsestraatweg 421, 3551 CL Utrecht, the Netherlands ("HC"),

 

each a "Party" and together the "Parties".

 

BACKGROUND:

 

(A)In preparation for HC’s initial public offering (the “IPO”), HC intends to acquire certain entities and assets from WSA and the direct and indirect subsidiaries of WSA (the "Carve-Out").

 

(B)Following the Carve-out, the WSA Group (as defined below) will render to the Hear.com Group (as defined below) certain use of applications, services and other assistance on a transitional basis for a transition period as specified in this Agreement to allow the Hear.com Group to continue to run its business in the ordinary course of business and substantially in the same manner as at the Effective Date (as defined below) and to allow it to obtain alternative sources of supply of such services within a reasonable time in accordance with the terms and subject to the conditions set out in this Agreement.

 

NOW IT IS AGREED as follows:

 

1.DEFINITIONS AND INTERPRETATION

 

1.1.The following definitions in this clause apply in this Agreement:

 

"Affiliate" means:

 

(a) for WSA, a legal entity, now or hereafter, directly or indirectly, owned or controlled by, or owning or controlling, or under common control with by WSA, but such legal entity shall be deemed to be an Affiliate only so long as such ownership or control exists; for the avoidance of doubt, following the implementation of the Carve-out, HC and its direct and indirect subsidiaries shall no longer be deemed Affiliates of WSA; and

 

(b) for HC, a legal entity, now or hereafter, directly or indirectly, owned or controlled by, or owning or controlling, or under common control with by HC, but such legal entity shall be deemed to be an Affiliate only so long as such ownership or control exists; for the avoidance of doubt, following the implementation of the Carve-out, WSA and its direct and indirect subsidiaries (excluding HC and its direct and indirect subsidiaries) shall no longer be deemed Affiliates of HC.

 

For purposes of this definition "control" of a legal entity shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a legal entity, whether (i) through the ownership of voting securities entitling to the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a similar managing authority; or (ii) by contract; or (iii) otherwise.

 

For the purpose of this definition, "ownership" means control of more than a fifty per cent (50%) interest in an entity.

 

Applicable Laws” means all applicable law, binding rules, enactments, secondary legislation, regulations, regulatory policies, regulatory guidelines, industry codes, regulatory permits and regulatory licenses, in each case which are in force from time to time.

 

"Business Day" shall mean any day other than a Saturday or Sunday, or a public holiday, on which banks are normally open for general business in Singapore, Germany, the Netherlands and the United States.

 

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WSA-HEAR.COM:  TRANSITIONAL SERVICE AGREEMENT  

 

Carve-Out” has the meaning given to it in preamble (A).

 

Change” has the meaning given to it in Clause 8.1.

 

Change Note” has the meaning given to it in Clause 8.4.

 

Change Proposal” has the meaning given to it in Clause 8.3.

 

Change Request” has the meaning given to it in Clause 8.1.

 

"Confidential Information" means all information of a confidential nature or which would be deemed confidential by a reasonable business person (however recorded and whether marked as confidential or not) belonging to a Party or an Affiliate which is disclosed to or received by the other Party or its Affiliate, whether before or after the date of the Agreement, directly or indirectly, in connection with this Agreement, including the terms of this Agreement and any financial, technical, operational, commercial, employee, management, product and other information and/or data of whatever kind (including all information relating to the trade secrets, operations, manufacture processes, distribution channels, sales, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business) of the disclosing party and/or its customers, clients, suppliers and/or Affiliates.

 

Developed Materials” has the meaning given to it in Clause 13.1.

 

"Effective Date" has the meaning given to it in Clause 11.1.

 

"Force Majeure" means: act of God; fire; flood; storm; explosion; civil disorder; strike; lockout or other labor trouble; material shortages of utilities, facilities, labor, materials or equipment; accident; any law, ordinance, regulation or requirement of a competent governmental authority; riot; war; acts of terror or other cause beyond reasonable control of the WSA Group. In case of any Services that are provided on the basis of Third Party Contracts, a “Force Majeure” event shall only be deemed to have occurred if, to the extent and for so long as the counterparty under the applicable Third Party Contract is excused from performing its obligations in accordance with the equivalent provisions of the applicable Third Party Contract.

 

Group” means the HC Group or the WSA Group, as the context may require.

 

"Hear.com Group" means HC and each of its Affiliates from time to time.

 

"Intellectual Property Rights" means all worldwide intellectual property rights, including rights in patents, design rights, utility models, copyrights, software, works of authorship, neighboring rights, database rights, inventions, processes, know-how, and trade secrets, whether registered or not, and including applications and registrations for any of the foregoing, and all goodwill associated with any of the foregoing. Intellectual Property Rights do not include trademarks, tradenames, domain names, logos, or trade dress.

 

IPO” has the meaning given to it in preamble (A).

 

IT” means computers, computer systems, workstations, networks, servers, routers, hubs, circuits, switches, data communications lines, hardware, software, databases and all other equipment and systems (including any outsourced systems and processes) used to create, receive, process, store, maintain, transmit and operate data and functions used in conjunction with the Hear.com Group’s business, including systems to operate payroll, accounting, billing/receivables, payable, inventory, asset tracking, customer service and human resources functions.

 

"Licensed Products" has the meaning given to it in Clause 13.3.

 

Omitted Service" has the meaning given to it in Clause 2.2.

 

"Sales Tax" means value added tax or similar tax.

 

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"Schedule 1" has the meaning given to it in Clause 2.1.

 

"Service" and "Services" have the meaning given to it in Clause 2.1.

 

"Termination Date" has the meaning given to it in Clause 11.1.

 

Third Party” means each person who is not a Party to this Agreement other than each Party’s respective Affiliates and permitted successors and assigns.

 

"Third Party Contract" has the meaning given to it in Clause 4.1.

 

"Third Party Consent" shall mean any permission, consent, agreement or authorization required from a Third Party under a Third Party Contract for the provision of any of the Services.

 

"Transition HC Manager" has the meaning given to it in Clause 10.2.

 

"Transition Service Manager" and "Transition Service Managers" have the meaning given to it in Clause 10.2.

 

"Transition WSA Manager" has the meaning given to it in Clause 10.1.

 

WSA Group” means WSA and each of its Affiliates from time to time.

 

1.2.References to Clauses and Schedules are to the clauses of and the schedules to this Agreement. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules. Clause and Schedule headings shall not affect the interpretation of this Agreement.

 

1.3.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

 

1.4.Unless expressly stated otherwise:

 

(a)a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include reference to all subordinate legislation made from time to time; and

 

(b)any reference to this Agreement or to any other agreement or document shall be construed as referring to this Agreement or, as the case may be, such other agreement or document as amended, supplemented, or novated from time to time.

 

1.5.Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

1.6.The Parties have participated jointly in the negotiation and drafting of this Agreement and if an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

 

2.SERVICES TO BE PROVIDED

 

2.1.On the terms and subject to the conditions of this Agreement, WSA shall provide, and shall procure that its Affiliates provide, on the terms and subject to the conditions of this Agreement, to the Hear.com Group the applications, services and other assistance identified and specified in Schedule 1 - Applications, Services, Other Assistance (the "Schedule 1"), (collectively, the "Services", and each a "Service"). In the event of any discrepancy between the provisions of Schedule 1 and this Agreement, the provisions of this Agreement shall prevail except as expressly specified in this Agreement.

 

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2.2.Should HC during the duration of this Agreement become aware of any additional service that was provided by the WSA Group to the hear.com Group in the 12 (twelve) months prior to the Effective Date (an “Omitted Service”, provided that any service that was considered and discussed by the Parties when compiling Schedule 1 but intentionally left out of Schedule 1 shall not be deemed an Omitted Service), and such service is necessary for the Hear.com Group to continue to run its business in the ordinary course of business and substantially the same manner as at the Effective Date, HC may submit a written request to WSA, requesting that the WSA Group provide the Omitted Service. Following receipt of such a request, WSA shall use reasonable endeavors to provide, and shall procure that its Affiliates provide, the Omitted Service as if it were part of the Services. If the WSA Group, using reasonable endeavors, is able to provide the Omitted Service, the provision of the Omitted Service shall commence as soon as reasonably practicable following receipt of a written request. Unless otherwise agreed by the Parties, the term for the Omitted Service shall be the minimum period necessary for the Hear.com Group to transition away from the Omitted Service, taking into account any interdependence that the Omitted Service may have with other Services or Omitted Services. The cost of such Omitted Service shall be agreed by the Parties, acting in good faith.

 

2.3.WSA shall use, and shall procure that its Affiliates shall use, all reasonable endeavors to perform the Services in accordance with all lawful and reasonable directions, instructions and requests from HC, provided that any such direction, instruction or request shall not run contrary to anything agreed between the Parties under this Agreement, including pursuant to Clauses 4 and 8.

 

2.4.Throughout the term of this Agreement, in connection with providing and receiving the Services, WSA and HC shall comply, and shall procure that each of their respective Affiliates comply, with all Applicable Laws and regulations with respect to or affecting the Services.

 

3.SUB-CONTRACTING

 

3.1.WSA and its Affiliates may subcontract any part of its obligations under this Agreement:

 

(a)without HC’s prior written consent, to another member of the WSA Group;

 

(b)without HC’s prior written consent, if that obligation relates to the performance of a Service that WSA or its Affiliates also use and WSA or its Affiliates have also engaged the same Third Party provider to provide such Service to WSA or its Affiliates; or

 

(c)otherwise with HC's prior written consent (such consent not to be unreasonably withheld or delayed).

 

3.2.To the extent that WSA or its Affiliates subcontracts any of its obligations under this Agreement to a Third Party provider:

 

(a)performance by the Third Party provider of WSA’s obligations under this Agreement shall discharge WSA’s obligations in respect of such Services to the same extent as if WSA had itself performed those obligations and all references in this Agreement to “perform” the Services (or similar terms) are deemed to include performance by the WSA Group or any Third Party service provider;

 

(b)WSA shall use reasonable endeavors to ensure the Third Party provider’s full compliance with all relevant provisions of this Agreement; and

 

(c)subject to Clause 4, WSA shall remain liable for all acts and omissions of the Third Party provider as if those acts and omissions were WSA’s own to the same extent that the Third Party provider is liable to WSA under the Third Party Contract.

 

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4.THIRD PARTY SUPPLIERS; FORCE MAJEURE

 

4.1.To the extent that any Service to be provided by a member of the WSA Group to the Hear.com Group under this Agreement is (a) provided through a Third Party provider or (b) dependent in whole or in part upon receipt by the WSA Group of the services, rights (e.g. license rights) or functionalities provided by a Third Party, the following provisions shall apply with respect to the relevant agreement with the Third Party provider (any such agreement a “Third Party Contract”).

 

4.2.To the extent not already obtained on or prior to the Effective Date, the WSA Group shall use all reasonable endeavors to identify, obtain and maintain for the applicable term of providing a Service all Third Party Consents as are required for the performance of the respective Services under this Agreement to permit the Supplier to provide the Services in the manner in which they were provided or used immediately prior to the Effective Date by the Hear.com Group, as soon as reasonably practicable, on fair and reasonable terms.

 

4.3.If there are any costs for obtaining Third Party Consents from Third Parties, WSA shall contact HC within reasonable time providing reasonable details about any such costs. HC shall instruct WSA if it wants to obtain such Third Party Consent, in which case it shall bear the costs of obtaining the Third Party Consent, or if it instead wants to change or terminate such Service in accordance with the provisions of this Agreement. For the avoidance of doubt, the WSA Group shall bear any of its internal costs that are incurred in connection with obtaining any Third Party Consents.

 

4.4.The Hear.com Group shall provide the WSA Group with such assistance as the WSA Group may reasonably require to obtain the Third Party Consents referred to above, including, if requested by the WSA Group, disclosure of required information or documents (subject to Applicable Laws), and other reasonable assistance with negotiating the terms and conditions with any Third Party providers. The WSA Group shall have due regard to any reasonable representations made by the Hear.com Group in relation to any attempts to obtain or maintain any Third Party Consent.

 

4.5.Nothing in this Agreement shall prevent the Hear.com Group from communicating with any Third Party in connection with the negotiation or execution of the Hear.com Group’s own arrangements with such Third Party for standalone operations. Where, for such purposes, HC wishes to communicate with any Third Party from whom the WSA Group is attempting to secure or has secured a Third Party Consent, the Hear.com Group shall provide the WSA Group with prior written notice of any such direct communication. The WSA Group shall use reasonable endeavors to comply with any reasonable requests of the Hear.com Group in order to facilitate such discussions between the Hear.com Group and the relevant Third Party.

 

4.6.Where a Third Party Consent is required in order for the WSA Group to provide any element of the Services; and either (i) despite the WSA Group using all reasonable endeavors, such Third Party Consent cannot be obtained or maintained, (ii) the relevant Third Party provider has notified the WSA Group that it has terminated or revoked such Third Party Consent based on other reasons than solely a fault of the WSA Group, (iii) HC has decided not to obtain such Third Party Consent in accordance with Clause 4.3, the WSA Group shall (a) not be obligated to provide the relevant element of the Services to the Hear.com Group, (b) in the case of (i) or (ii) notify HC of such fact as soon as reasonably practicable and (c) acting reasonably and in good faith, discuss with HC the procurement of, and provide all reasonable assistance to enable the HC to put in place, alternative arrangements for the provision of the replacement services.

 

4.7.Subject to Clause 4.3, HC shall accept the terms entered into by WSA and the Third Party provider in the Third Party Contracts and the Third Party Consents as though it is the party entering into the contract, including but not limited to terms of use and compensation, and HC shall comply, and shall procure that its Affiliates comply, with the terms of the Third Party Contracts and corresponding Third Party Consents to the extent they are relevant to the receipt of the Services and to the extent HC has received a prior written notification of the relevant terms of the Third Party Contracts and corresponding Third Party Consents which are applicable to the Hear.com Group’s use of the Services.

 

4.8.The WSA Group may cease to provide any part of a Service (i) upon termination of a Third Party Contract in the event and to the extent that the Third Party provider under such Third Party Contract is required to provide the relevant part of the Service and the termination has not been caused by the acts or omissions of the WSA Group; or (ii) in the event a supplier under a Third Party Contract makes a change or reduction in the systems generally utilized in rendering such Service having a material adverse effect to the rendering of such Service; or (iii) at the request of HC. In the case of (i) and (ii), WSA shall (a) notify HC as soon as reasonably practicable and (b) provide all reasonable assistance to enable the Hear.com Group to put in place alternative arrangements for the provision of the replacement services.

 

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4.9.Each Party shall be excused from the performance of any of its obligations under this Agreement and such obligations shall be extended by a period reasonable under the circumstances if the performance thereof is prevented or delayed by Force Majeure. A Party shall in case of such events of Force Majeure promptly notify the other Party in writing and furnish it with all relevant information thereof, including the likely duration of the non-performance or delay. In the case of Force Majeure, the affected provisions of this Agreement, including the payment obligations for service charges in respect of the affected Services, shall be suspended to the extent necessary during the period of such disability. Each Party shall use its reasonable endeavors (including implementing appropriate contingency plans) to minimize the effects of a Force Majeure event and generally take steps with a view to resuming full performance of its obligations under this Agreement as soon as reasonably practicable. Either Party may, without prejudice to its other rights or remedies, terminate a Service or this Agreement (as a whole) if, as a result of Force Majeure, the provision or receipt of the relevant Service or the other Party’s performance of its obligations under this Agreement (as applicable) is not resumed within one month after a notice from the first Party to the other Party. For the avoidance of doubt, no event or circumstance shall be deemed to be Force Majeure where (i) a Service is a service provided both to the Hear.com Group and the WSA Group, and (ii) ceasing to provide such Service would unduly discriminate against the Hear.com Group as compared with the treatment that is granted, or would be granted, to the WSA Group.

 

5.SERVICE CHARGE; PAYMENT TERMS

 

5.1.The service charges to be paid by the member(s) of the Hear.com Group receiving a Service to the member(s) of the WSA Group providing the Service are set out in Schedule 1 and, to the extent applicable, are based on the historic service charges paid by members of the Hear.com Group to the WSA Group, provided, however, that such Services in any event shall be charged on arms’ length terms. If applicable, the charges of any Services may be revised by mutual agreement of the Parties (both Parties acting reasonably and in good faith) to reflect the requirements of any transfer pricing principles applicable to the Parties and their Groups.

 

5.2.All amounts payable under or provided for in this Agreement (including any service fees) are stated as exclusive of any applicable Sales Tax. Should any transaction contemplated by this Agreement be subject to Sales Tax, (i) the relevant member of the WSA Group shall provide a valid Sales Tax invoice to the relevant member of the Hear.Com Group and (ii) the relevant member of the Hear.com Group shall pay such Sales Tax in addition to the respective service charge.

 

5.3.All payments shall be made by the members of the Hear.com Group without any deduction or withholding of taxes. Where tax is required to be withheld in accordance with any Applicable Laws, the sum payable by members of the Hear.com Group shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the relevant member of the WSA Group receives a net sum equal to the sum which it would have received had no such deduction or withholding been made or required to be made. Prior to the payment date, the members of the WSA Group, if eligible, shall provide such documentation prescribed by Applicable Laws or reasonably requested by members of the Hear.com Group as will enable the members of the Hear.com Group to make such payment without withholding or at a reduced rate of withholding.

 

5.4.Notwithstanding Clause 11.2, if and to the extent that, the WSA Group ceases to provide an element of a Service, the relevant member of the Hear.com Group shall be relieved of paying that portion of the service charges which is commensurate with, or attributable to, such element, as the case may be.

 

5.5.Subject to Clause 5.8, members of the WSA Group providing a Service shall invoice the member of the Hear.com Group receiving a Service on a monthly basis. Such members of the Hear.com Group shall pay the invoiced service charge in respect of the Services within thirty (30) days from the date of receipt of the respective invoice by transfer to the bank account designated by WSA or its Affiliates.

 

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5.6.Unless otherwise agreed in writing by the Parties, (i) all Service charges shall be invoiced and be payable in the currency specified for the relevant Service in Schedule 1 and (ii) all other amounts payable under this Agreement shall be invoiced and payable in Euro (€).

 

5.7.In the event and to the extent that HC or its Affiliates are in default with any payment obligation under this Agreement, they shall without any further notice be liable to pay default interest equal to the rate of two per cent (2%) per annum from the due date for payment until payment calculated on the basis of a 360 day year.

 

5.8.Specific payment terms with respect to a Service may be set out in Schedule 1, in which case such specific terms instead of Clause 5.5 apply.

 

6.COOPERATION OBLIGATIONS

 

6.1.Each Party shall provide, and shall procure that its Affiliates provide, the other Party and its Affiliates with all cooperation and assistance reasonably necessary to enable the other Party and its Affiliates to perform their obligations hereunder. This obligation shall include in particular that (a) each Party takes decisions, approvals and acceptances within reasonable time as to matters reasonably requested by the other Party, (b) each Party is provided with all information and documentation reasonably requested by the other Party in connection with the provision of the Services and (c) each Party shall grant reasonable access to the other Party and its professional advisers to such records for the purpose of verifying the accuracy of any invoice, costs, expenses or fees under this Agreement.

 

6.2.WSA shall provide, and shall procure that its Affiliates provide, such assistance as the Hear.com Group may reasonably require to effect a full and orderly transfer of the provision of Services to the Hear.com Group or to a Third Party nominated by the Hear.com Group to assist in this regard. Should such transfer or transfer assistance cause the WSA Group to incur additional costs, the Hear.com Group shall procure that the relevant member of the Hear.com Group reimburses the WSA Group for such expenses, provided that all such costs have been preapproved by HC in writing.

 

6.3.If HC fails to comply with its obligations under this Clause 6 and such failure hinders, prevents or affects WSA's ability to provide the Services, WSA shall not be liable or responsible for any non-performance, partial non-performance or non-compliance with any specification in respect of such Services to the extent caused by such failure.

 

6.4.Where any Party or any member of its Group has access to the other Party’s or any member of its Group’s systems in order to receive or provide the Services, the Party and each member of its Group shall comply with all applicable bona fide policies, as notified to it in writing by the other Party from time to time, applicable to the provision and the receipt of the Services, including but not limited to information security policies. WSA shall comply with, and shall ensure that its personnel, Affiliates, agents and subcontractors shall comply with, all applicable written policies, standards and procedures of the HC Group relating to the security, integrity and confidentiality of the HC Groups information technology systems as if they related to WSA Group information technology systems when performing its obligations in respect of the Services.

 

7.STANDARD FOR SERVICES

 

7.1.Except as otherwise provided in this Agreement, and provided that WSA is not restricted by an existing contract with a Third Party or by any Applicable Laws, WSA agrees to perform, and shall procure that its Affiliates perform, the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are (i) no less than the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of WSA prior to the date of this Agreement (or, if not so previously provided, then substantially the same as that applicable to similar services provided to WSA's Affiliates) and (ii) in no event at a lower standard than that employed by members of the WSA Group in providing similar services to members of the WSA Group in the 12 (twelve) months immediately prior to the Effective Date. Subject to Clause 4, in the event there is any restriction on WSA by an existing contract with a third party that would restrict the nature, quality or standard of care applicable to the delivery of the Services, WSA shall use reasonable efforts to seek to obtain a waiver of such restriction from such third party it being understood that WSA shall not be required to make any payments (unless HC agrees to the amount of any such payment and provides WSA in advance with the funds to enable WSA to make such payment) or otherwise grant any accommodation to such third party in order to obtain such waiver).

 

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7.2.Except as expressly set forth herein, the Parties acknowledge and agree that the Services are provided as-is, that HC assumes all risks and liability arising from or relating to their use of and reliance upon the Services and WSA makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WSA HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.

 

8.CHANGES TO SERVICES

 

8.1.Either Party may notify the other Party in writing of any change to the Services it proposes (a “Change”), specifying in as much detail as is reasonably practicable the nature of the proposed Change (a “Change Request”).

 

8.2.Within 5 (five) Business Days (or, in the event that the Change Request relates to a Service that the WSA Group is required to procure from a Third Party, 10 (ten) Business Days) after sending or receiving a Change Request, WSA shall provide HC with brief written information in relation to the relevant Change, including:

 

(a)brief details of the likely impact, if any, of the Change Request on the Services, and any significant likely impact on any other part of this Agreement; and

 

(b)an estimate of the cost of implementation and/or ongoing operation of the relevant Change, including any alteration of the Service charges or any additional Service charges.

 

8.3.WSA shall, as soon as reasonably practicable and in any event no later than 10 (ten) Business Days after receiving notice from HC that it wishes to proceed with the proposed Change, provide HC with a written proposal in relation to the relevant Change (a “Change Proposal”), including:

 

(a)full details of the proposed Change and its impact on the Services including any changes to its description (including the service levels) and any other variations to this Agreement;

 

(b)a statement of the cost and expense of implementation and ongoing operation of the relevant Change, including any alteration of the Service charges or any additional Service charges;

 

(c)a timetable for the implementation of the Change, including for obtaining any relevant Third Party Consents; and

 

(d)any other information that HC may specify.

 

8.4.HC shall notify WSA if it accepts (with or without modifications) or rejects the Change Proposal as soon as reasonably practicable (and in any event within 10 (ten) Business Days) after its receipt of it. The Parties shall act reasonably in agreeing any Change Proposal. If the Parties agree the Change Proposal, each Party shall sign a change note authorizing the Change (a “Change Note”). If the Parties cannot reach agreement on any Change Proposal, either Party may escalate the matter to be resolved in accordance with the terms of this Agreement, provided that, and subject to the obligation to act reasonably, no Party is obliged to agree to any Change (other than in accordance with Clauses 8.5 and 8.6).

 

8.5.HC shall agree to any Change requested by WSA which is:

 

(a)necessary for the WSA Group to comply with Applicable Laws (provided that it shall not cause HC or any member of the Hear.com Group to be in breach of Applicable Laws); or

 

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(b)subject to any Third Party Contracts and required Third Party Consents, reasonably necessary to avoid an adverse effect on the WSA Group’s business, unless such Change would: (A) adversely impact the ability of the Hear.com Group to comply with Applicable Laws or any Third Party Contracts and Third Party Consents; (B) increase the Hear.com Group’s costs and expenses associated with the provision of the Services (unless the Hear.com Group has agreed to reimburse such increased costs and expenses); or (C) have a material adverse effect on the performance, functionality or architecture of the Hear.com Group’s systems, or the business of the Hear.com Group.

 

8.6.WSA shall agree to any Change requested by HC which is:

 

(a)necessary for the Hear.com Group to comply with Applicable Laws (provided that it shall not cause WSA or any member of the WSA Group to be in breach of Applicable Laws);

 

(b)subject to any relevant Third Party Consents being obtained, necessary to enable the Hear.com Group’s continued receipt of the Services; or

 

(c)reasonably necessary to avoid an adverse effect on the Hear.com Group’s business, unless such Change would: (A) adversely impact the ability of the WSA Group to comply with Applicable Laws or any Third Party Contracts and Third Party Consents; (B) increase the WSA Group’s costs and expenses associated with the provision of the Services (unless the WSA Group has agreed to reimburse such increased costs and expenses); or (C) have a material adverse effect on the performance, functionality or architecture of the WSA Group’s systems, or the business of the WSA Group.

 

8.7.Neither Party shall have any obligation to commence work or make any payment in connection with any Change until the relevant Change Note is agreed by the Parties. Unless and until a Change has been agreed by the Parties pursuant to the Change Proposal, this Agreement and the Parties' respective rights and obligations under it shall remain unchanged.

 

9.LIMITATION OF LIABILITY; TIME-BAR OF CLAIMS

 

9.1.The liability of WSA under this Agreement shall in no event exceed 100% of the total Service charges that have been paid or become payable under this Agreement.

 

9.2.Under no circumstances whatsoever shall either Party and its Affiliates be liable to the other Party and its Affiliates, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, procurement of substitute goods and/or services, or any special, indirect or consequential damage suffered by the other Party and its Affiliates that arises under or in connection with this Agreement.

 

9.3.Any claim HC and its Affiliates may have under this Agreement shall, to the extent legally permissible, become time-barred within six (6) months after HC obtains actual knowledge of the respective breach of obligation caused by WSA or any of its Affiliates.

 

9.4.Nothing in this Agreement shall limit or exclude the liability of either Party for:

 

(a)any liability for fraud or fraudulent misrepresentation;

 

(b)any willful default; or

 

(c)any other liability to the extent to which it cannot be lawfully excluded.

 

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10.TRANSITION SERVICE MANAGER

 

10.1.WSA shall appoint one or more persons as "Transition WSA Manager" who shall have the overall responsibility for managing and coordinating the delivery of all Services. The Transition WSA Manager(s) shall consult and coordinate all important aspects of the Services with the Transition HC Manager(s). WSA may at its discretion select and exchange the appointed persons.

 

10.2.HC shall appoint one or more persons as "Transition HC Manager" (the Transition WSA Manager and the Transition HC Manager collectively the "Transition Service Managers" and individually also "Transition Service Manager") who shall have the overall responsibility for managing and coordinating the receipt of all Services. The Transition HC Manager(s) shall consult and coordinate all important aspects of the Services with the Transition WSA Manager(s). HC may at its discretion select and exchange the appointed persons.

 

10.3.The Transaction Service Managers shall be the following:

 

Party Name Email
Transition WSA Manager

For IT: Roman Lychman

 

For Treasury: Henning Klemmensen

For IT: roman.lychman@wsa.com

 

For Treasury: henning.klemmensen@wsa.com

Transition HC Manager

For IT: Lennart Will

 

For Treasury: Dirk Reuther

For IT: lennart.will@audibene.de

 

For Treasury: dirk.reuther@audibene.de

 

10.4.Each Party shall procure that the owners of certain Services and subject matter experts respond as soon as reasonably practicable to any reasonable request from a Transition Service Manager for information in respect of the status and performance of each of the Services, which information may be provided in writing or orally to the Parties (subject to any bona fide confidentiality obligations and Applicable Laws).

 

11.TERM; TERMINATION

 

11.1.This Agreement shall become effective at the time of pricing of the IPO (the "Effective Date") and, unless otherwise agreed between the Parties, shall expire on 31 December 2023 (the “Termination Date”). The term of all Services shall be as specified in Schedule 1, with an automatic extension by one (1) period of three months where this is indicated in Schedule 1, unless HC terminates the term of a Service as of an earlier date in accordance with Clause 11.2. Where the term of a Service is automatically extended in accordance with this Clause 11.1, all Services that are being provided by the WSA Group immediately prior to such point in time are to be provided by the WSA Group for such extended term. For the avoidance of doubt, where the term of a Service has expired in accordance with the terms of this Agreement, this Agreement shall only apply to any Services for which the term is still running and the Service charges shall be proportionately reduced to cover only such Services that are still subject to the terms of this Agreement.

 

11.2.HC is entitled to terminate or reduce the Hear.com Group’s use of any Service (or any separable element of any of the Services) received by it prior to the Termination Date by providing 30 (thirty) days' prior written notice to WSA, provided that no such reduction or termination shall be possible for Services listed in Category A, line 1 of Schedule 1 (Office, Windows, Azure Cloud). Due to dependencies between Services set out in Schedule 1, certain Services in Schedule 1 may have to be terminated simultaneously. In circumstances where the provision of Services is reduced or terminated in accordance with this Clause 11.2, the Service charges attributable to such Services shall be proportionately reduced to reflect such reduction or termination, either (i) as per the details of Schedule 1; or (ii) as agreed by the Parties acting in good faith.

 

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11.3.Either Party may terminate this Agreement with immediate effect by written notice upon the occurrence of one of the following events:

 

(a)the other Party commits a single material breach, or a series of breaches that taken together constitute a material breach, of any term of this Agreement if such material breach is irremediable or (if such material breach is remediable) it fails to remedy that material breach within a period of thirty (30) days after being notified in writing to do so; or

 

(b)the other Party voluntarily files a petition in bankruptcy or a petition in bankruptcy is involuntarily filed against the other Party (which petition is not discharged within thirty (30) days after filing), the other Party ceases to be able to pay its debts as and when they become due or any step is taken to appoint a receiver, a liquidator, an administrator or other like person in respect of the other Party.

 

11.4.In the event that the Service is dependent in whole or in part upon receipt by WSA of services, rights (e.g. license rights) or functionalities provided by a Third Party, including but not limited to software, HC shall, and shall procure its Affiliates, remove from its computer system all such services, rights or functionalities.

 

11.5.Termination or expiry of this Agreement for whichever cause shall not affect any rights or obligations which may have arisen prior to such termination or expiry. Provisions of this Agreement which either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such expiry or termination, including Clauses 1, 9, 11.5, 13, 16, 17, 18, 19 and 20 of this Agreement and Clauses 1.6 and 1.9 of Schedule 3, which shall continue in full force and effect notwithstanding termination or expiry of this Agreement.

 

12.TERMINATION OF SUPPLY AND SERVICE AGREEMENTS

 

12.1.Subject to Clause 12.2 below, the Parties agree that all supply and service relationships between the Parties are herewith terminated with effect as of the Effective Date, whether based on supply or service agreements or on internal cash settlements, and the Parties shall procure that the same applies to the supply and service relationships between their respective Affiliates and the other Party and/or the other Party’s Affiliates.

 

12.2.For the avoidance of doubt, the following agreements and relationships between the Parties and/or their Affiliates shall not be subject to Clause 12.1:

 

(a)the framework agreement between WSA and HC regarding the supply of hearing aids, related products and services;

 

(b)the relationship agreement between, among others, HC and certain entities of the WSA Group and any other agreements to be entered into in connection with HC’s IPO; and

 

(c)the registration rights agreement between, among others, HC and certain entities of the WSA Group to be entered into in connection with HC’s IPO.

 

13.INTELLECTUAL PROPERTY

 

13.1.Unless explicitly stated otherwise herein, this Agreement and the performance by each Party of its obligations hereunder will not affect the ownership of any Intellectual Property Rights of any Party. All rights and licenses not expressly granted by a Party under this Agreement are reserved by such Party.

 

13.2.All Intellectual Property Rights in work product developed by WSA or any of its employees, Affiliates, or subcontractors in the course of performing any Services and that relate exclusively to the business and operations of the Hear.com Group or that are developed specifically for the Hear.com group, including in any materials, software, processes, methods, know-how, inventions, developments, algorithms, software, specifications, and data (the “Developed Materials”) will be owned by HC and WSA hereby assigns to HC all of its right, title and interest in and to the Developed Materials. WSA shall procure the assignment by its employees, Affiliates or subcontractors of all necessary rights to WSA for the purpose of making the foregoing assignment. To the extent that the foregoing assignment is not permitted by Applicable Laws, WSA hereby waives all of its rights under such Intellectual Property Rights, and shall ensure that the such non-assignable Intellectual Property Rights are waived by each of its employees, Affiliates, and subcontractors.

 

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13.3.With regard to any software and documents provided hereunder and necessary for the provision of the Services ("Licensed Products") and WSA’s Intellectual Property Rights, the WSA Group hereby grants to the Hear.com Group a royalty-free, non-exclusive, non-transferrable (other than as expressly permitted herein), and sub-licensable (solely to third parties providing services on behalf of the Hear.com Group) license to use the Licensed Products and WSA Group’s Intellectual Property Rights, to the extent and for such time as necessary for the receipt and use of the Services.

 

13.4.HC hereby grants to WSA Group a non-exclusive, non-transferable (other than as expressly permitted herein), royalty-free and sub-licensable (solely to third parties providing services on behalf of WSA Group) license to use the HC Group’s Intellectual Property Rights, including in the Developed Materials, to the extent and for such time as necessary for the performance of its obligations under this Agreement.

 

13.5.Promptly following their creation, WSA shall deliver to HC (or to a designee appointed by HC) all tangible embodiments of Developed Materials, including any applicable source code (along with compilation and execution scripts, configuration files, lists of programming tools, libraries and other elements and the necessary documentation and information necessary to bring such source code to executable form).

 

13.6.WSA shall defend, hold harmless and indemnify, or, at its option, settle all actions, suits or proceedings brought by any Third Party against the Hear.com Group arising out of or in connection with any claim that the Services, including the Developed Materials, infringe any Third Party Intellectual Property Rights, provided that the Hear.com Group: (i) is using such Intellectual Property Rights in accordance with the terms of this Agreement; (ii) promptly notifies WSA in writing of such claim; (iii) does not agree to any settlement or compromise of the claim without WSA’s prior written consent; (iv) gives WSA express authority to conduct all negotiations and litigation arising from such claim; and (v) provides WSA with all available information and assistance as WSA may reasonably require. Notwithstanding anything to the contrary in the foregoing, if, and solely to the extent, the Developed Materials or Services alleged to infringe Third Party Intellectual Property Rights are a Licensed product or a Developed Material created by a Third Party subcontractor for WSA, then WSA shall indemnify HC to the fullest extent that WSA is indemnified by such Third Party under WSA’s agreement with such Third Party.

 

14.INFORMATION TECHNOLOGY

 

14.1.Each Party shall:

 

(a)maintain reasonable and appropriate technical and organizational privacy and security measures at a standard that is, at a minimum, comparable to that which was maintained in the twelve (12) months prior to the Effective Date to protect IT used by each Party (and data stored therein and processed thereby) from unauthorized access, use, disclosure, alteration, deletion, or disruption.

 

(b)not attempt to obtain access to, use, disclose or interfere with any IT or data collected, used, created, received, maintained, transmitted, or processed by the other Party except to the extent necessary to do so in order to provide or to receive the Services;

 

(c)comply with the other Party's IT, privacy and systems and security procedures as notified by each Party to the other in writing from time to time. If either Party reasonably determines that the other (or any person acting under its authority) is not in full compliance with its IT, privacy and systems and security procedures, that Party may immediately terminate the access of the other Party (or any person acting under its authority, as applicable) to its IT upon notification to the other Party, provided that the breaching Party has first been given ten (10) Business Days to rectify the non-compliance and has failed to do so.

 

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14.2.Unless otherwise expressly agreed in writing, each Party shall at its sole cost and expense (subject to advance confirmation and agreement on the expected cost and expense) reasonably cooperate with and undertake any actions (including planning and sourcing specific IT infrastructure, systems, services and products and providing all necessary resources, including personnel, tools, means of communication and software) in order to procure that the Hear.com Group becomes independent from the WSA Group’s IT and Services as soon as reasonably possible after the Effective Date.

 

15.EMPLOYMENT

 

15.1.The Parties acknowledge and agree that it is intended that the WSA Group’s employees providing Services under this Agreement shall, subject to the relevant WSA Group company’s right to terminate under the terms and conditions of the relevant contract of employment and Applicable Laws, remain the employees of the relevant company of the WSA Group for the duration of this Agreement, subject to the terms of this Clause 15.

 

15.2.The Parties acknowledge and agree that it is intended that any provisions under Applicable Laws providing for an automatic transfer of employees or Third Party providers from the WSA Group by operation of law or for employer substitution, or that permit the transfer of employees without an offer of employment, and similar laws and regulations in any jurisdictions due to the provision or cessation of any of the Services and/or any of the other matters contemplated by this Agreement or its termination shall not apply in respect of any such employees or Third Party providers. Accordingly, no individual’s employment with any member of the WSA Group shall terminate as a result of the provision or cessation of any of the Services and/or any of the other matters contemplated by this Agreement or its termination.

 

16.CONFIDENTIALITY AND DATA PROTECTION

 

16.1.Each Party undertakes to keep, and shall procure its Affiliates to keep, as confidential all Confidential Information belonging to the other Party and their Affiliates and to not, either during or after the duration of this Agreement, use or disclose any such Confidential Information, except with the prior written consent of the other Party or as permitted by this Clause 16.

 

16.2.Each Party may, strictly for the purposes of performing, implementing and/or exercising that Party’s rights and/or obligations under this Agreement and/or seeking professional advice in respect of the same, use the other Party’s Confidential Information and/or disclose it under obligations of confidence to that Party’s employees, officers, agents, personnel, professional advisors and, to the extent they are subject to confidentiality undertakings in accordance with this Clause 15.2 and disclosure is necessary for a Party or its Affiliates to comply with their obligations under this Agreement (or, in the case of the Hear.com Group, the set-up of its own corporate functions and services), Third Parties . Each Party shall take all reasonable steps and precautions to ensure that the other Party’s Confidential Information and that of their Affiliates remains confidential at all times and the persons to whom it makes such disclosures comply with the confidentiality obligations contained in this Clause 16 as though they were a party to this Agreement. Each Party shall at all times remain primarily responsible for any unauthorized use or disclosure of the other Party’s Confidential Information by it and/or any person to whom it has disclosed the same.

 

16.3.The obligations of confidentiality in this Clause 16 shall not extend to any matter which a Party can show:

 

(a)is in, or has become part of, the public domain other than as a result of a breach of confidence by that Party or any person to whom it has disclosed the information; or

 

(b)was independently disclosed to it without obligations of confidence by a Third Party entitled to disclose the same; or

 

(c)is required to be disclosed under any Applicable Laws, or by order of a court or governmental body or authority of competent jurisdiction, provided that to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible, limits the information so disclosed, takes into account the reasonable requests of the other Party in relation to the content of such disclosure and provides all reasonable assistance (at the other Party’s cost) in seeking a protective or similar order restricting the extent of the disclosure.

 

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16.4.Neither Party shall make any announcement, press release and/or statement relating to the other Party and/or in connection with this Agreement at any time during or after the duration of this Agreement, except with the prior written agreement of the other Party and/or to the extent required pursuant to any Applicable Laws or by order of a court or governmental body or authority of competent jurisdiction.

 

16.5.The rights and obligations of the Hear.com Group and the WSA Group under this Agreement shall be subject to Schedule 2 - Data Protection and Authorized Sub-Processors.

 

16.6.The Party receiving Confidential Information shall not be entitled to file for patents or other statutory protection in any country based on or using any such Confidential Information received hereunder, and any such patent or statutory protection must be transferred to the disclosing Party upon its request and without any charge. The disclosure of Confidential Information under this Agreement does not constitute any right of prior use for the receiving Party.

 

16.7.This Clause 16 shall continue in force following termination of this Agreement until the fifth anniversary of the Termination Date.

 

17.MISCELLANEOUS

 

17.1.If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 17.1 shall not affect the validity and enforceability of the rest of this Agreement.

 

17.2.In entering into this Agreement, each Party acknowledges that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.

 

17.3.Unless expressly stated otherwise in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

 

17.4.No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

17.5.This Agreement, and any documents referred to in it constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

17.6.Neither Party may assign, transfer, mortgage, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), save that each Party may assign this Agreement (in whole or in part) to any of its respective Affiliates provided that if such assignee ceases to be a member of the respective Group all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the relevant Party immediately before such cessation, provided further, that:

 

(a)any such assignee shall not be entitled to receive under this Agreement any greater amount than that to which the assignor would have been entitled and neither Party, as applicable, shall be under any greater obligation or liability than if such assignment had never occurred;

 

(b)notwithstanding any assignment of a Party's benefit under this Agreement (whether in whole or in part), the relevant Party shall still be liable to perform, discharge and satisfy its obligations and liabilities under this Agreement; and

 

(c)such assignor also assigns the corresponding rights, benefits and obligations under the SPA to the same assignee with effect from, and on the same terms as, the assignment of the relevant rights, benefits and obligations under this Agreement.

 

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17.7.Each Party shall pay its own expenses, including the costs of its advisors, incurred in connection with this Agreement.

 

17.8.The Parties agree that their relationship is one of independent contractors.

 

17.9.Nothing in this Agreement and no action taken by the Parties or either of them under this Agreement shall constitute a partnership, association, trust, joint venture or other co-operative entity between any of the Parties.

 

17.10.Save to the extent to which a Party is specifically authorized in writing in advance by the other Party or in accordance with the terms of this Agreement, neither Party is authorized or empowered to act as agent for the other Party for any purpose or to enter into any agreement or commitment or give any warranty or representation on behalf of the other Party. Neither Party will be bound by the acts or conduct of the other Party save for acts or conduct which the first Party specifically authorizes in writing in advance.

 

17.11.This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. This Agreement may also be executed electronically (e.g. DocuSign) or by way of exchanging pdf copies of signature pages via email.

 

18.NOTICES

 

18.1.All notices and other communications required or permitted under this Agreement must be in writing in the English language, and shall be addressed as set out below or to such other addresses as may be given by written notice in accordance with this Clause 18.1.

 

If to WSA to:

Sivantos Pte. Ltd.

18 Tai Seng Street, #08-08

Singapore 539775

roman.lychman@wsa.com and henning.klemmensen@wsa.com

 

If to HC to:

hear.com N.V.

Att: Oliver Ottens and Lennart Will

Amsterdamsestraatweg 421

3551 CL Utrecht

The Netherlands

oliver.ottens@audibene.de and lennart.will@audibene.de

 

with a copy (which shall not itself constitute Notice) to:

 

Sivantos Pte. Ltd.

Att: Group Legal & Compliance Department

18 Tai Seng Street, #08-08

Singapore 539775

ericz.tay@wsa.com

 

Simpson Thacher & Bartlett LLP

Att: William B. Brentani

2475 Hanover Street

Palo Alto, California 94304

wbrentani@stblaw.com

 

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Simpson Thacher & Bartlett LLP

Att: Nicholas J. Shaw

CityPoint, One Ropemaker Street

London EC2Y 9HU

nshaw@stblaw.com

 

18.2.All such notices and other communications shall be deemed received:

 

(a)if delivered by hand, sent by reputable international overnight courier on the date of receipt thereof, if received prior to 5 p.m. and such day is a Business Day, and otherwise on the next succeeding Business Day;

 

(b)5 (five) Business Days after having been sent by registered or certified mail, return or delivery receipt requested, postage prepaid; and

 

(c)if delivered by e-mail, after confirmation of receipt from the other Party.

 

19.DISPUTE RESOLUTION

 

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. The claimant(s) shall nominate one arbitrator in the request for arbitration. The respondent(s) shall nominate one arbitrator in the answer to the request. The two party-nominated arbitrators shall then have 30 days to agree, in consultation with the parties to the arbitration, upon the nomination of a third arbitrator to act as president of the tribunal, barring which the ICC Court shall select the third arbitrator (or any arbitrator that claimant(s) or respondent(s) shall fail to nominate in accordance with the foregoing). The place of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English. The law governing this arbitration agreement shall be the law of England and Wales.

 

20.GOVERNING LAW

 

This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and Wales.

 

[Signatures on the next page]

 

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SIVANTOS PTE. LTD.:
     
     
     
     
     
     
 
Name:   Name:
Designation:   Designation:
     
     
HEAR.COM N.V.
     
     
     
     
     
     
 
Name: Dr. Marco Vietor   Name: Paul Crusius
Designation: Executive Director   Designation: Executive Director

 

[Signature Page – Transitional Services Agreement]

 

 

 

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Schedule 2 - Data Protection and Authorized Sub-Processors

 

1. DATA PROTECTION

 

1.1In this Clause 1 of this Schedule 3:

 

(a)Data Protection Laws” means the following legislations to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC) (as amended by Directive 2009/136); (b) the General Data Protection Regulation (2016/679) (the “GDPR”) and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018) or any successor laws arising out of the withdrawal of a member state from the European Union, and (c) any other data protection or privacy laws, regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time);

 

(b)Controller”, “Data Subject”, “Personal Data”, “Processing”, “Processor”, “Personal Data Breach” and “Supervisory Authority” (and cognates of the foregoing) shall have the same meaning given to them in the Data Protection Laws;

 

(c)Hear.com Group Personal Data” means any Personal Data Processed by the WSA Group on behalf of the Hear.com Group in connection with the provision of the Services or performance of its other obligations set out in this Agreement; and

 

(d)Incident” means (i) a complaint or a request with respect to the exercise of a Data Subject’s rights under Data Protection Laws, (ii) an investigation or seizure of the Personal Data by government officials, or a specific indication that such an investigation or seizure is imminent, (iii) any unauthorized or accidental access, Processing, deleting, or loss or any form of unlawful Processing of Personal Data, (iv) any breach of the security or confidentiality of data under Clause 13 or Clause 15 of the Agreement leading to the accidental or unlawful destruction, loss, alternation, unauthorized disclosure of, or access to, the Personal Data, or any indication of such breach having taken place or being about to take place, (v) where, in the opinion of the WSA Group, implementing an instruction received from the Hear.com Group would violate the Data Protection Laws to which the WSA Group or the Hear.com Group are subject.

 

1.2The Hear.com Group shall ensure that it has, and will maintain in place, all consents, registrations, rights, and authorizations as may be required under applicable Data Protection Laws to enable the WSA Group to Process the Hear.com Group Personal Data for the purposes set out in this Agreement. The Hear.com Group shall be responsible for ensuring necessary privacy notices are provided to Data Subjects, and for ensuring that a record of any applicable consents is maintained. If such a consent is revoked by a Data Subject, the Hear.com Group shall communicate the fact of such revocation to the WSA Group. The Parties acknowledge that, for the purposes of Data Protection Laws, the Hear.com Group is the Controller and the WSA Group is the Processor of any Hear.com Group Personal Data. The particulars of the Processing are as follows:

 

(a)Subject Matter of the Processing: WSA has agreed to provide the Services under this Agreement, possibly involving the Processing of Personal Data.

 

(b)Nature and purpose of the Processing: To provide the Services.

 

(c)Types of Personal Data Processed: The WSA Group will possibly Process the following types of Personal Data during the course of the provision of the Services: (i) biographical data (including title, first name, last name and other identification numbers), (ii) contact data (including email addresses, billing and postal addresses and telephone numbers) and (iii) financial data (including bank account numbers). The processing of special categories of personal data may take place in relation to the provision of certain HR-related Services and may include the processing of health data for the purposes of the administration of the Hear.com Group’s employee benefits.

 

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(d)Categories of Data Subjects: The clients, suppliers and employees, workers and independent contractors of the Hear.com Group.

  

(e)Duration of the Processing: For the term of this Agreement.

 

1.3The WSA Group shall:

 

(a)only Process the Hear.com Group Personal Data in accordance with the terms of this Agreement, and only to the extent reasonably necessary for the purpose of providing the Services and not Process the Hear.com Group Personal Data for any other purpose or in any other manner. To the extent that the WSA Group’s Processing activities are not adequately described in this Agreement, the Hear.com Group will determine the scope, purposes, and manner by which the Personal Data may be accessed or processed by the WSA Group, and the WSA Group will Process the Personal Data only as set forth in this Agreement or in Hear.com Group’s written instructions;

 

(b)not transfer Personal Data to a third country without first obtaining authorization from the Hear.com Group, which may be refused in the Hear.com Group’s sole discretion;

 

(c)should the WSA Group reasonably believe that a specific Processing activity beyond the scope of its instructions is required to comply with a legal obligation to which the WSA Group is subject, the WSA Group shall inform the Hear.com Group of that legal obligation and seek explicit authorization from the Hear.com Group before undertaking such processing;

 

(d)treat all Personal Data as confidential, and inform its employees, agents, and approved sub-Processors of the confidential nature of the Personal Data, and that all such persons or parties have signed an appropriate confidentiality agreement, or are otherwise bound to a duty of confidentiality (statutory or otherwise);

 

(e)Process the Hear.com Group Personal Data in accordance with the specified subject matter, duration, purpose, type of Personal Data and categories of Data Subjects as set out in Clause 1.2 of this Schedule 3;

 

(f)promptly inform the Hear.com Group if, in its reasonable opinion, any instruction or direction from Hear.com Group would be in breach of Data Protection Laws; provided that such notification will not constitute a general obligation on the part of the WSA Group to monitor or interpret the laws applicable to the Hear.com Group, and such notification will not constitute legal advice to the Hear.com Group;

 

(g)(i) upon the request of the Hear.com Group, or as required under the Data Protection Laws, enter into standard contractual clauses or other data transfer agreement with the Hear.com Group or approved sub-Processors, and (ii) to the extent that either Party is relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, cooperate with the Hear.com Group in good faith to promptly suspend such transfer or to pursue a suitable alternate mechanism that can lawfully support such transfer;

 

(h)evaluate the measures taken in accordance with Clause 14 of the Agreement on a regular basis, and implement appropriate changes, including any change required by the Data Protection Laws’

 

(i)ensure that any employee, director, agent, contractor or Affiliate of the WSA Group or any Third Party with access to Personal Data only access such Hear.com Group Personal Data in connection with the provision of the Services and this Agreement, or where permitted by Applicable Law. The WSA Group shall further ensure that all persons authorized by it to Process the Hear.com Group Personal Data (i) have undergone training about Data Protection Laws and (ii) are subject to a duty of confidence with respect to the Hear.com Group Personal Data;

 

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(j)implement appropriate technical and organizational measures to protect the Hear.com Group Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access as required under Data Protection Laws, in accordance with Clause 14;

 

(k)promptly notify the Hear.com Group if it receives a request from a Data Subject attempting to exercise their rights under Data Protection Laws in relation to the Hear.com Group Personal Data. The WSA Group shall act in accordance with the Hear.com Group's reasonable instructions when dealing with any such request;

 

(l)promptly notify the Hear.com Group if it becomes aware of an Incident that has a material impact on the Processing of Personal Data under this Agreement, and cooperate with and follow the Hear.com Group’s instructions with regard to such incidents in order for the Hear.com Group to perform a thorough investigation into the incident, to formulate a response, and to take suitable further steps in respect of the incident;

 

(m)maintain written procedures which enable it to promptly notify and respond to the Hear.com Group about an Incident;

 

(n)cooperate and provide reasonable assistance to the Hear.com Group to respond to any Incident; and

 

(o)assist the Hear.com Group with the conduct of privacy impact assessments and in relation to the security of the Processing where and as required under Data Protection Laws.

 

1.4At the request of the Hear.com Group, the WSA Group shall provide all information necessary to demonstrate evidence of its compliance with this Agreement and the Data Protection Laws, and security measures in accordance with Clause 13 of the Agreement, and allow for and contribute to audits, including without limitation inspections, conducted by the Hear.com Group or another auditor nominated by the Hear.com Group to verify the WSA Group's compliance with Data Protection Laws. The Hear.com Group shall bear the WSA Group's reasonable costs for assisting with the provision of information and allowing for and contributing to such audit (save where the result of such audit or inspection or information request reveals that the WSA Group has failed to comply with its obligations under this Clause 1 of this Schedule 3 in relation to the Processing of the Hear.com Group Personal Data and/or Data Protection Laws, then the WSA Group shall take at its own cost all corrective actions including any temporary workarounds necessary to comply with the provisions of this Clause 1 of this Schedule 3 and/or Data Protection Laws). The Hear.com Group shall use reasonable endeavors to ensure that each audit is conducted during Working Hours and in such a manner as not to disrupt or to interfere, or to limit disruption or interference, with the business or operations of the WSA Group and its Representatives.

 

1.5The WSA Group shall notify the Hear.com Group without undue delay (but in no event longer than 48 hours) of becoming aware of, or reasonably suspecting there has been a Personal Data Breach affecting the Hear.com Group Personal Data in accordance with the level of details for the Hear.com Group to fulfil any reporting or other requirements imposed on it under Data Protection Laws. Where and in so far as, it is not possible to provide all of the information as part of the initial notification of the Personal Data Breach, the WSA Group shall provide this information in phases as soon as the same is reasonably available;

 

1.6On termination or expiry of the Agreement or any part of it and at the option of the Hear.com Group, the WSA Group shall promptly return (in the format reasonably requested by the Hear.com Group) or delete the Hear.com Group Personal Data Processed in relation to the Services (and any copies thereof) and certify in writing that it has done so where requested by the Hear.com Group, save that the WSA Group shall be entitled to retain copies of Personal Data to the extent it is required to do so under Applicable Law.

 

1.7The Hear.com Group authorizes the WSA Group to transfer the Hear.com Group Personal Data outside the European Economic Area ("EEA") and/or the United Kingdom and/or the United States (as applicable) as required to perform the Services, including to any countries in which the WSA Group's authorized sub-Processors operate, provided that the WSA Group shall ensure that all such transfers are effected in accordance with Data Protection Laws and by way of a valid data transfer mechanism as may be permitted under Data Protection Laws from time to time. Authorized sub-Processors consist of: (a) sub-Processors authorized in writing by the Hear.com Group, (b) each Third Party provider under Third Party Contracts; and (c) the existing authorized sub-Processors of each Third Party provider under the Third Party Contract.

 

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WSA-HEAR.COM:  TRANSITIONAL SERVICE AGREEMENT  

 

1.8The Hear.com Group provides a general authorization to the WSA Group to engage sub-Processors for the Processing of the Hear.com Group Personal Data to assist with the provision of the Services provided that the WSA Group shall:

 

(p)ensure that it has a written contract with any such sub-Processor that contains terms for the protection of the Hear.com Group Personal Data which are no less protective than the terms set out in this Agreement;

 

(q)audit such authorized sub-Processors upon the reasonable request of the Hear.com Group, or certify that such an audit has occurred, to ensure compliance with the authorized sub-Processor’s obligations to implement appropriate technical and organizational measures, comply with obligations imposed by this Agreement, and comply with Data Protection Laws;

 

(r)remain liable to the Hear.com Group for the performance of the sub-Processor's obligations under Data Protection Laws or any acts or omissions of such sub-Processor; and

 

(s)give the Hear.com Group reasonable prior notice of any intended changes concerning the addition or the replacement of any such sub-Processors. The Hear.com Group may object in its reasonable discretion to the proposed change of any sub-Processor.

 

1.9WSA shall defend, hold harmless and indemnify, or at its option, settle all actions, suits or proceedings brought by any Third Party against the Hear.com Group arising out of or in connection with any claim arising out of any breach (or any claim that if true, would be a breach) of this Clause 1 of this Schedule 3, provided that the Hear.com Group: (i) promptly notifies WSA in writing of such claim; (ii) does not agree to any settlement or compromise of the claim without WSA’s prior written consent; (iii) gives WSA express authority to conduct all negotiations and litigation arising from such claim; and (iv) provides WSA with all available information and assistance as WSA may reasonably require. Notwithstanding anything to the contrary in the foregoing, if, and solely to the extent, the claim arises out of any action (or failure to take an action) of an Authorized sub-Processor that would be a breach of Clause 1 of this Schedule 3 by WSA, then WSA shall indemnify the Hear.com Group to the fullest extent that WSA is indemnified by such Authorized sub-Processor under WSA’s agreement with such party.

 

23 

 

EX-10.4 9 tm214804d12_ex10-4.htm EXHIBIT 10.4

 

Exhibit 10.4

 

Dated March 30, 2021

  

SIVANTOS PTE LTD

 

AND

 

HEAR.COM N.V.

 

 

FRAMEWORK AGREEMENT

 

FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

 

 

 

 

WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

CONTENT

 

1.  DEFINITIONS AND INTERPRETATION 3
2.   TERM 7
3.    SUPPLY OF PRODUCTS 7
4.    PRODUCTS AND PRICES 7
5.    PAYMENT 9
6.    HORIZON PRIVATE PRODUCTS 9
7.    ORDERS AND ORDER FORECAST 10
8.    DELIVERY 11
9.    RISK AND TITLE 11
10.    MANUFACTURER'S WARRANTY 11
11.    RETURNS POLICY 12
12.    ADVERTISING 12
13.    TRAINING 13
14.    SOFTWARE 13
15.    INTELLECTUAL PROPERTY RIGHTS 14
16.    CONFIDENTIALITY AND DATA PROTECTION 15
17.    WARRANTIES AND LIABILITY 16
18.    REGULATORY 16
19.    COMPLIANCE WITH LAWS 18
20.    TERMINATION 20
21.    MISCELLANEOUS 21
22.    THIRD PARTIES 21
23.    DISPUTE RESOLUTION 21
24.    GOVERNING LAW 22
SCHEDULE A -   PRODUCTS, SERVICES AND PRICES 23
SCHEDULE B -   LOCAL AGREEMENT TEMPLATE 25
SCHEDULE C -   ORDER FORM TEMPLATE 27
SCHEDULE D -   MANUFACTURERS' WARRANTY PERIOD, PRODUCT WARRANTY AND RETURNS    TERMS 28
SCHEDULE E -   TRADE MARK LICENCE AGREEMENT 29
SCHEDULE F -   DEVELOPMENT COOPERATION MODEL 30

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

THIS FRAMEWORK AGREEMENT ("Framework Agreement") is made on 30 March 2021

 

BETWEEN:

 

(1)SIVANTOS PTE LTD, a company incorporated and registered in Singapore (Registration No. 198600657G) whose registered office is at 18 Tai Seng Street, #08-08, Singapore 539775 ("WSA"); and

 

(2)hear.com NV, a public company with limited liability (naamloze vennootschap) incorporated and registered under the laws of the Netherlands (Registration No. CCI 81157959) whose registered office is at Amsterdamsestraatweg 421, 3551 CL Utrecht ("HC"),

 

each a "Party" and together the "Parties".

 

BACKGROUND:

 

(A)WSA is a leading manufacturer and distributor of hearing aids and related products worldwide.

 

(B)The hear.com Group (as defined below) supplies hearing aids to end-customers through its online platforms.

 

(C)The Parties agree that the terms below shall govern the Parties' relationship with respect to the supply and purchase of hearing aids and related products and the supply of certain services, where required.

 

(D)This Framework Agreement shall operate as a framework agreement for the supply of Products by WSA to members of the hear.com Group in the Territories, subject to any variations agreed in a Local Agreement in respect of a particular Territory (each as defined below). This Framework Agreement sets outs the terms on which WSA agrees to supply the Products, and members of hear.com Group agree to purchase such Products, for resale on hear.com Online Platforms (defined below) in the Territories.

 

(E)Orders for Products shall be fulfilled by the relevant WSA Affiliate (defined below) for that Territory.

 

 

 

NOW IT IS AGREED as follows:

 

1.DEFINITIONS AND INTERPRETATION

 

1.1.The following definitions in this clause apply in this Framework Agreement:

 

"Adverse Event" means any untoward medical occurrence, unintended disease or injury, or untoward clinical signs (including abnormal laboratory findings) in subjects, users or other persons, whether or not related to the medical device.

 

"Advisory Notice" means notices of Products that need to be corrected in order to be safe and perform as intended, as well as nonconforming Products that cannot be corrected and have to be removed from the market.

 

"Affiliate" means a legal entity, now or hereafter, directly or indirectly, owned or controlled by, or owning or controlling, or under common control with by one of the Parties, but such legal entity shall be deemed to be an Affiliate only so long as such ownership or control exists. For purposes of this definition "control" of a legal entity shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a legal entity, whether (a) through the ownership of voting securities entitling to the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a similar managing authority; (b) by contract; or (c) otherwise.

 

"Applicable Laws" means all laws, statutes, regulations, decisions, rulings, sanctions, governmental and regulatory policies, industry guidelines and/or codes of practice which may from time to time be in force in the Territories and relevant to any rights and/or obligations under and/or the performance of this Framework Agreement.

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

"Branded Products" means the hearing aids and related products set out in Section 1 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES, as such Schedule may be amended from time to time by the Parties in writing. Such products shall bear WSA branding on the physical product, packaging and/or associated user manuals.

 

"Commencement Date" has the meaning given to it in Clause 2.1.

 

"Confidential Information" means all information of a confidential nature or which would be deemed confidential by a reasonable business person (however recorded and whether marked as confidential or not) belonging to a party or an Affiliate which is disclosed to or received by the other Party or its Affiliate, whether before or after the Commencement Date, directly or indirectly, in connection with this Framework Agreement, including the terms of this Framework Agreement and any financial, technical, operational, commercial, employee, management, product, price(s) of the products and services provided by WSA and the WSA Distributors, and other information and/or data of whatever kind (including all information relating to the trade secrets, operations, manufacture processes, distribution channels, sales, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business) of the disclosing party and/or its customers, clients, suppliers and/or Affiliates.

 

"Contractual Year" means a period of twelve (12) consecutive months beginning on the Commencement Date.

 

"Delivery Address" means the address that the Products are to be delivered to as set out in the Order Form.

 

"Field Safety Corrective Action" means any action taken by WSA to reduce a risk of death or serious deterioration in the state of health associated with the use of a Product that is already placed on the market. Such actions may be notified via a Field Safety Notice.

 

"Field Safety Notice" means a communication to customers and/or users sent out by WSA or its representatives in relation to a Field Safety Corrective Action.

 

"Fixed Exchange Rate" has the meaning to it in Clause 5.3.

 

"Government" has the meaning given to it in Clause 19.3(a).

 

"hear.com Group" means HC and each of its Affiliates from time to time.

 

"hear.com Online Platform" means any online platform owned by any member of the hear.com Group which offers hearing aids and related products for sale.

 

"hear.com Trade Marks" means the trade mark(s) (whether registered or unregistered) which any member of the hear.com Group may permit WSA to use in respect of the Horizon Private Products, including the "audibene" and "Hear.com" mark, and the product name "Horizon" under which name the Horizon Private Products will be branded or any other product name belonging to any member of the Hear.com Group which the Parties may agree from time to time will be used on or in connection with the Horizon Private Products.

 

"Horizon Private Products" means the hearing aids and related products set out in Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES derived from WSA's 'SIGNIA' branded Products, as such Schedule may be amended from time to time by the Parties in writing. Such products shall bear the relevant product name set out in Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES or such other product name as the Parties may agree from time to time.

 

"Incident or Near Incident" means any malfunction or deterioration in the characteristics and/or performance of a Product, as well as any inadequacy in the labeling or the instructions for use which, directly or indirectly, might lead to or might have led to the death of a patient, or user or of other persons or to a serious deterioration in their state of health.

 

"Initial Term" has the meaning given to it in Clause 2.1.

 

"Intellectual Property Rights" means Patents, utility models, rights to inventions, copyright and neighbouring and related rights, rights in software, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

"Know-How" means any know-how relating to the Products, including information relating to the design, manufacture, fitting and/or use of the Products, which is supplied to a member of the Hear.com Group by or on behalf of WSA or otherwise in connection with this Framework Agreement.

 

"Local Agreement" means an agreement between (a) one or more members of the hear.com Group in a particular Territory; and (b) WSA or a relevant WSA Distributor, including any variation to any of the terms of this Framework Agreement for a particular Territory, the template of such Local Agreement is set out in SCHEDULE B - LOCAL AGREEMENT TEMPLATE.

 

"Manufacturer's Warranty Period" has the meaning given to it in Clause 10.1.

 

"Marketing Materials" means all artwork, content, advertising and promotional materials, produced by or on behalf of a member of the hear.com Group relating to or featuring any of the Products or WSA Trade Marks and/or their advertisement, including (by way of example only) catalogues, flyers, mail drops, posters, billboards, shop displays, and the content of any advertising to be carried out in the press, on TV, radio and online (including on the websites of members of the hear.com Group and on social media).

 

"Medical Device Malfunction" means the failure of a device to meet its performance specifications or otherwise perform as intended. If a medical device detects an operating problem during use, and per its design defaults to a "safe" mode, the event that triggered the default may be a medical device malfunction and must therefore be submitted to WSA for evaluation.

 

"Non-Warranty Faults" has the meaning given to it in Clause 10.2.

 

"Official" has the meaning given to it in Clause 19.3(a).

 

"Order" means an order for Products submitted by any member of the hear.com Group in a Territory for resale via a hear.com Online Platform in that Territory and in accordance with Clause 7.1.

 

"Order Form" means the order form to be used by a member of the Hear.com Group in a Territory for ordering Products under this Framework Agreement, the form is set out in SCHEDULE C - ORDER FORM TEMPLATE (and may be sent physically (by hand or by post) or electronically), as may be amended by agreement between the parties from time to time.

 

"Patents" means the patents and other proprietary rights subsisting in and/or related to the Products.

 

"Personal Data" has the meaning given to it in Clause 16.5.

 

"Product Complaint" means any oral, electronic, or written communication that alleges deficiencies related to the identity (labelling), quality, durability, reliability, safety, effectiveness, or performance of a marketed product, including failure of the Product, labelling or packaging to meet specifications, whether or not the Product is related to, or caused the alleged deficiency. A complaint may allege that an adverse event or medical device malfunction has occurred.

 

"Product Warranty and Returns Terms" means WSA's product warranty terms and exchange and returns policy set out in SCHEDULE D - MANUFACTURERS' WARRANTY PERIOD, PRODUCT WARRANTY AND RETURNS TERMS.

 

"Products" mean the Branded Products and the Horizon Private Products.

 

"Quarter" or "Quarterly" means a period of three calendar months commencing on (a) 1st Quarter: 1 October to 31 December; (b) 2nd Quarter: 1 January to 31 March; (c) 3rd Quarter: 1 April to 30 June; to (d) 4th Quarter: 1 July to 30 September.

 

"Repair Services" means the repair services set out in Section 4 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES and any other additional services that the relevant WSA Distributor provides in any particular Territory which are set out in a Local Agreement.

 

5 

 

 

WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

"Specification" means technical details for the Products as set out in product data sheets provided by WSA which may be updated by the Parties from time-to-time.

 

"Technical Agreement" means an agreement entered into by the Parties relating to the manufacture, testing and packaging of the Horizon Private Products.

 

"Term" has the meaning given to it in Clause 2.1.

 

"Territory Notification" has the meaning given to it in Clause 3.4.

 

"Territories" means Germany, the Netherlands, Switzerland, France, Canada, the United States of America, India, Malaysia, Singapore, South Korea and South Africa, and each of the Territories shall be a "Territory". Additional territories may be added to this Framework Agreement in accordance with Clause 3.4.

 

"User Guides" means the user guides relating to the Products as are supplied by WSA to any member of the hear.com Group under this Framework Agreement.

 

"VAT" means value added tax and any similar additional turnover, sales or purchase tax or duty levied in any Territory.

 

"Warranty" has the meaning given to it in Clause 10.1.

 

"Working Day" means a day when banks in the relevant Territory are open for business, other than a Saturday or Sunday.

 

"WSA Brand Guidelines" means the brand guidelines relating to the use of the WSA Branding provided by WSA to any member of the hear.com Group, as may be updated or amended by WSA from time to time.

 

"WSA Branding" means any trade marks, trade or business names, product names (including the product names set out in SCHEDULE A - PRODUCTS, SERVICES AND PRICES, logos, designs, get-up and/or other designations owned and/or used by WSA in any part of the world, including the WSA Trade Marks.

 

"WSA Distributor" means in respect of a Territory, the company appointed by WSA or a member of the WSA Group (as such company is set out in the relevant Local Agreement), to receive and fulfil Orders made by any member of the hear.com Group on WSA's behalf under this Framework Agreement or any Local Agreement and to deal with any Product-related enquiries and provide or facilitate the provision of the Repair Services in that Territory, as the local representative for that Territory.

 

"WSA IP" means the Patents, the WSA Materials, the WSA Branding and Know-How, together with all and any Intellectual Property Rights which subsist (now or in the future) in the foregoing, and all Intellectual Property Rights which subsist (now or in the future) in and/or relate to the Products.

 

"WSA Materials" means all technical and product specifications for the Products, User Guides, operating manuals and instructions relating to the fitting, use, support and/or maintenance of the Products, marketing information and any other information relating to the Products as are supplied by WSA to any member of the hear.com Group under this Framework Agreement (including WSA Promotional Materials).

 

"WSA Promotional Materials" means promotional materials relating to the Products supplied by WSA to any member of the hear.com Group from time to time, including brochures, leaflets, posters and in-store display materials.

 

"WSA Trade Marks" the trade mark registrations and applications listed in the Exhibit of each Local Agreement and any further trade marks (whether registered or unregistered) that WSA may, by express notice in writing, permit any member of the hear.com Group to use in the relevant Territory in respect of the Products.

 

"WSA Group" means WSA and each of its Affiliates from time to time.

 

1.2.References to Clauses and Schedules are to the clauses and schedules of this Framework Agreement. The Schedules form part of this Framework Agreement and shall have effect as if set out in full in the body of this Framework Agreement and any reference to this Framework Agreement includes the Schedules. Clause and Schedule headings shall not affect the interpretation of this Framework Agreement.

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

1.3.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

 

1.4.Unless expressly stated otherwise, a reference to a statute or statutory provision is a reference to such state or statutory provision as amended, extended or re-enacted from time to time and shall include reference to all related subordinate legislation made from time to time.

 

1.5.Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

2.TERM

 

2.1.This Framework Agreement shall commence on 1 October 2020 ("Commencement Date") and shall continue in force for a period of three (3) years ("Initial Term"), and shall be automatically renewed for a one (1) year term unless a Party notifies the other Party in writing of its intention not to renew not less than ninety (90) days prior to the expiration of the Initial Term, subject to earlier termination in accordance with the terms of this Framework Agreement (the Initial Term and the continuation of this Framework Agreement thereafter shall together be referred to as the "Term"). Thereafter, any extension period shall be mutually agreed in writing by the Parties.

 

2.2.Each Local Agreement shall commence on the date specified in that Local Agreement and shall continue until the end of the Term. In the event that a member of the hear.com Group or a WSA Distributor is supplying or buying Products or Repair Services in a Territory under this Framework Agreement or Local Agreement (as applicable), HC and WSA, as applicable, shall be responsible for ensuring that the relevant member of the hear.com Group or relevant WSA Distributor complies with the terms of this Framework Agreement as though it were a party to it.

 

3.SUPPLY OF PRODUCTS

 

3.1.This Framework Agreement sets out the basis on which WSA or the relevant WSA Distributor agrees to supply Products and Repair Services to any member of the hear.com Group in the Territories, together with a Local Agreement (if any) for the relevant Territory. Any Local Agreement agreed and signed by the Parties in accordance with this Framework Agreement shall be incorporated into this Framework Agreement by reference herein.

 

3.2.This Agreement together with a Local Agreement (if any) shall govern the supply and purchase of the Products and Repair Services to members of the hear.com Group in the relevant Territory governed by such Local Agreement. In the event of any inconsistency or conflict between the terms of this Framework Agreement and a Local Agreement, this Framework Agreement shall prevail.

 

3.3.During the Term of this Framework Agreement, WSA or a relevant WSA Distributor shall supply, and members of the hear.com Group shall purchase, such quantities of Products as may be required under Clause 7.1 in accordance with the terms of this Framework Agreement. The supply of Products, and the provision of Repair Services, shall be fulfilled by the relevant WSA Distributor for that Territory.

 

3.4.HC may, on giving as much written notice to WSA as is reasonably practicable in the circumstances and in any event not less than three (3) months’ notice, inform WSA of their intention to add additional countries to the definition of "Territory" (such notice being a "Territory Notification"). The Parties shall, as soon as reasonably practicable following the issuance of the relevant Territory Notification, enter into good faith negotiations in relation to such matters and shall reflect any agreed changes in a Local Agreement for that Territory.

 

3.5.Each Party agree to comply at all times during the Term with the prevailing code of conduct found at
https://www.wsa.com/en/responsibility/code-of-conduct.

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

4.PRODUCTS AND PRICES

 

4.1.The global Products list and prices are set out in Section 1 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (in respect of Branded Products) and Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (in respect of Horizon Private Products) of this Framework Agreement. The prices for the Repair Services are set out in Section 4 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES of this Framework Agreement.

 

4.2.For the first Contractual Year, i.e. 1 October 2020 to 30 September 2021, for each territory, the relevant WSA Distributor and the relevant member of the hear.com Group shall carry out a reconciliation of:

 

(a)the monies paid/payable by the member of the hear.com Group to the WSA Distributor for the Branded Products and the Horizon Private Products; and

 

(b)the prices set out in Section 1 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (in respect of the Branded Products) and Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (in respect of the Horizon Private Products),

 

at the end of the first Contractual Year. The WSA Distributor shall issue a written statement to the member of the hear.com Group in the event of any shortfall between (a) and (b). Such shortfall will be paid within sixty (60) days from the date of the written statement.

 

4.3.The prices set out in SCHEDULE A - PRODUCTS, SERVICES AND PRICES are exclusive of any applicable VAT. If VAT is chargeable, the relevant member of the hear.com Group shall pay these additional amounts in accordance with Applicable Laws. All payments shall be made without any deduction or withholding of taxes by the relevant member of the hear.com Group. Where tax is required to be withheld in accordance with Applicable Laws, the sum payable by the relevant member of the hear.com Group shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the relevant WSA Distributor receives a net sum equal to the sum which would have received had no such deduction or withholding been made or required to be made.

 

4.4.[WSA shall inform HC about planned introductions of new "SIGNIA" branded products (“SIGNIA Products”) twelve (12) months in advance. On this basis, WSA and HC shall define and mutually agree on a “road map” regarding new or updated SIGNIA Products, and the key technologies and core features of the SIGNIA Products. WSA commits to the development of SIGNIA Product innovations and to supply the hear.com Group with SIGNIA Products which are competitive and that offer key selling features to be referenced by the hear.com Group in their correspondence with potential end users. The Parties shall review on a bi-annual basis the roadmap for "the SIGNIA Products.”

 

4.5.WSA and HC agree to develop a range of Horizon Private Products in accordance with the set out in Clause 6.

 

4.6.WSA shall be entitled to make changes to the Specification of any of the Branded Products at any time during the Term, provided such changes do not adversely affect the quality of the Products. Any changes to the Specification for the Horizon Private Products shall be managed in accordance with the procedure set out in the Technical Agreement.

 

4.7.Unless otherwise mutually agreed by both Parties, subject to Clauses 4.3 and 6.5, WSA shall:

 

(a)obtain all import licences, permits and/or registrations necessary for the entry of the Products into the Territories and/or delivery of the Products to members of the Hear.com Group; and
(b)be solely responsible for all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation, registration and delivery of the Products to members of the hear.com Group in the Territories.

 

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WSA-HEAR.COM:  FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

4.8.Each member of the hear.com Group shall:

 

(a)keep all inventories of Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, at its own cost; and
(b)ensure that mandatory information such as user and safety manuals are made available to the end-user; and
(c)ensure Product traceability to the end-users.

 

4.9.If WSA should decide to introduce a new Products platform (or generally new Products or Product groups) for the Branded Products, HC may exchange the unused and sealed predecessor Products of the older platforms (or Products or Product groups) with an individual production date not older than three (3) months against new WSA Products and deduct the full price previously paid by HC for the said predecessor Products (right of exchange) provided always that such predecessor Products have not been phased out by WSA. For the avoidance of doubt, this clause shall not be applicable to Horizon Private Products.

 

4.10.WSA shall provide HC with an advertising rebate for each Contractual Year for HC to carry out its advertising activities for the Products on the terms set out in Section 3 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES.

 

4.11.The prices and advertising rebate set out in Sections 1, 2 and 3 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES are based on the annual estimates provided by HC to WSA in a Contractual Year and set out in Section 5 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES. In the event that the annual volume purchased by members of the hear.com Group in any Contractual Year deviates significantly from the aforementioned estimates , the Parties shall discuss in good faith and mutually agree to revise the prices and advertising rebate set out in Sections 1, 2 and 3 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES for the succeeding Contractual Year (acting reasonably) within 3 months from the end of the completed Contractual Year.

 

5.PAYMENT

 

5.1.Each member of the hear.com Group shall be responsible for payment of all invoices for Products ordered by such member in the relevant Territory to the relevant WSA Distributor under this Framework Agreement or any Local Agreement.

 

5.2.Invoices shall be raised by the relevant WSA Distributor for the respective Territory. The relevant WSA Distributor shall be entitled to invoice the relevant member of the hear.com Group for each Order on or at any time after the Order has been shipped to that member of the hear.com Group.

 

5.3.Invoices shall be raised in the currency of the relevant Territory, and payments shall be in such currency. The Parties hereby agree on the following exchange rates for Contractual Year 1:

 

5.4.

Country EUR vs Local Currency   Currency EUR vs Local Currency
Canada EUR1.00 to CAD1.56   South Korea EUR1.00 to KRW1,400.00
India EUR1.00 to INR87.00   Switzerland EUR1.00 to CHF1.10
Singapore EUR1.00 to SGD1.53   USA EUR1.00 to USD1.16
South Africa EUR1.00 to ZAR19.50      

 

5.5.At the end of each Contractual Year, the Parties shall agree upon in writing and fix the exchange rate for the next Contractual Year ("Fixed Exchange Rate").

 

5.6.The Fixed Exchange Rate for each Contractual Year shall not be adjusted due to any fluctuation in the foreign currencies exchange rate(s) that occurred during such Contractual Year.

 

5.7.The relevant member of the hear.com Group shall pay all invoices in full and cleared funds within ninety (90) days of the last day of the month in which the invoice was received. Payment shall be made to the bank account nominated by WSA or the relevant WSA Distributor (as applicable). The relevant member of the hear.com Group may challenge any invoice within thirty (30) days from its receipt.

 

5.8.If the relevant member of the hear.com Group fails to pay an invoice which is due and payable in accordance with Clause 5.7, such member of the hear.com Group shall pay to the relevant WSA Distributor interest on any overdue amount at the rate of eight per cent (8%) per annum from the due date for payment until such time as payment is made.

 

6.HORIZON PRIVATE PRODUCTS

 

6.1.HC shall nominate a senior executive, and WSA shall nominate a member of its Global Key Account team, to a committee to drive the Horizon Private Product development process.

 

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6.2.The Parties shall work in good faith with each other in relation to the development of new Horizon Private Products based on the development cooperation model set out in SCHEDULE F - DEVELOPMENT COOPERATION MODEL.

 

6.3.HC hereby grants to WSA, for the purposes of manufacturing the Horizon Private Products (including all related packaging/labelling and any WSA Materials relating to the Horizon Private Products), a licence for the Term to use the hear.com Trade Marks as directed by HC in accordance with the Trade Mark Licence Agreement set out in SCHEDULE E - TRADE MARK LICENCE AGREEMENT to this Framework Agreement and in accordance with the requirements set out in Clause 6.4. If HC wishes to make any changes to any of the hear.com Trade Marks which are to be used on the Horizon Private Products and/or their packaging or labelling, it shall give reasonable notice to WSA of the proposed changes and the Parties shall agree a reasonable timescale in which to implement such changes. HC shall indemnify and defend WSA and any WSA Distributor against any and all costs, damages, losses, liabilities and expenses (including any reasonable attorneys' fees and costs) arising out of a claim by a third party alleging that the use of the hear.com Trade Marks used by WSA and any WSA Distributor in accordance with this Framework Agreement infringes any of its intellectual property rights. In the event that the use of the hear.com Trade Marks used by WSA and any WSA Distributor in accordance with this Framework Agreement infringes the intellectual property rights of any third party, HC shall purchase from WSA all the inventory that WSA and the WSA Distributors manufacture using the hear.com Trade Marks.

 

6.4.WSA agrees to assume all regulatory responsibilities as the manufacturer of the Horizon Private Products. WSA has the responsibility for the design, manufacture, packaging and labelling of the Horizon Private Products and any other regulatory requirements as required by the laws or regulations of any Territory.

 

6.5.In relation to Horizon Private Products, for market approval and introduction, WSA is responsible for obtaining the local product approval, registration and/or licensing at HC's cost. WSA is responsible for providing HC with the necessary data. HC shall only start selling the Products to customers when all legal, regulatory, licensing and technical requirements, all requirements of WSA and compliance with all Applicable Laws have been met.

 

6.6.HC shall, and shall ensure that each member of the hear.com Group shall, market and sell the Horizon Private Products only under the product name set out in Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES or such other hear.com Trade Mark as the Parties may agree from time to time, and not in association with, under or in conjunction with any other trade mark, brand or trade name, without the prior written consent of WSA.

 

6.7.WSA shall be entitled to display the relevant product names and/or Patent numbers if applicable on the Horizon Private Products and/or their packaging and/or such other proprietary notices as WSA may deem appropriate from time to time. HC shall not and shall ensure that each member of the hear.com Group shall not, without the prior written consent of WSA, alter, deface or remove any reference to the relevant product name, Patents or other proprietary notice relating to the proprietary rights in the Horizon Private Products displayed on the Products or their packaging or labelling.

 

6.8.Unless prevented by Applicable Laws, the labelling and packaging for Horizon Private Products shall include the statement "Manufactured by WSA or its Affiliate, address, and distributed by hear.com" and the CE0123 Mark of notified body of WSA shall be affixed.

 

6.9.HC must inform WSA in case of label changes or over-labelling done by HC or any member of the hear.com Group. Additional labelling application must be communicated to the WSA.

 

6.10.Unless otherwise agreed in writing between the Parties, HC shall ensure that each member of the hear.com Group shall not make the new Horizon Private Products commercially available before the date that is four (4) months after WSA or the relevant WSA Distributor launched the equivalent product in that Territory. The relevant member of the hear.com Group and the relevant WSA Distributor shall use commercially reasonable endeavours to work together to launch the new Horizon Private Product within the timeline stated or sooner where reasonably possible.

 

6.11.The relevant member of the hear.com Group shall engage the WSA Distributor in the relevant Territory three (3) months before the launch of a new Horizon Private Product to discuss the details of the launch and the supply of the new Horizon Private Product. The relevant member of the hear.com Group and the relevant WSA Distributor shall use all commercially reasonable endeavours to work together to launch the new Horizon Private Product within the timeline stated or sooner where reasonably possible.

 

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7.ORDERS AND ORDER FORECAST

 

7.1.Members of the hear.com Group shall place orders for Products with the relevant WSA Distributor using the WSA online ordering platform or any other ordering method as agreed between the Parties. Order is subject to acceptance by WSA.

 

7.2.During the Term, members of the hear.com Group shall provide WSA or the relevant WSA Distributor not less than thirty (30) days before the beginning of each Quarter with a forecast of the Products the members of the hear.com Group expect to order during that Quarter for each Territory which has in place a fully-signed Local Agreement. Members of the hear.com Group shall act in good faith when forecasting its requirements for Products.

 

7.3.If during a Quarter a member of the hear.com Group considers that it may not meet its forecast or that its forecast may be exceeded for that Quarter, it shall submit a revised forecast as soon as possible.

 

7.4.If WSA or the relevant WSA Distributor anticipates that it will be unable to meet the forecasted requirements of the relevant member of the hear.com Group provided in accordance with this Clause 7, the relevant WSA Distributor shall inform the relevant member of the hear.com Group as soon as practicable.

 

8.DELIVERY

 

8.1.Delivery shall be effected:

 

(a)when the relevant WSA Distributor (or its carrier or agent), posts through the letter box or delivers to an employee the Products at the Delivery Address. The relevant WSA Distributor may deliver Orders by instalments, which may be invoiced and paid for in equivalent instalments; or

 

(b)if posted, when the Products are received at the Delivery Address.

 

8.2.WSA shall be responsible for all packaging requirements in accordance with WSA’s standard packaging policy and materials such that Products will be delivered safely and without damage. The Products shall be marked in accordance with any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach the Delivery Address in an undamaged condition. WSA shall ensure that a delivery note identifying the customer’s name shall accompany each delivery and shall be displayed prominently.

 

8.3.All Products will be supplied by WSA on a Carriage and Insurance Paid To basis to HC or one of its affiliated partner providers. For the shipping cost the prices of the local WSA Affiliate shall apply. The delivery time for each order shall under normal circumstances not exceed seven (7) Working Days for ITE hearing aids and three (3) Working Days for other products, including BTE hearing aids. The delivery time for repair cases shall not exceed 6 days. In case of delays, the corresponding WSA Affiliate shall promptly communicate to the HC Affiliate and estimate the time of the delivery. The delivery performance by WSA must be 95% (ninety-five percent) in case of hearing aids and 90% (ninety percent) in case of spare parts and accessories for a twelve (12) month period. Partial shipments may be made. In the event that WSA fails to meet the delivery performance in a twelve (12) month period, HC and WSA shall promptly examine the delivery process, identify the weakness and work together in good faith to meet the delivery performance.

 

9.RISK AND TITLE

 

9.1.Risk and title in the Products shall pass to the relevant member of the hear.com Group upon delivery in accordance with Clause 8.1 or in the case of delivery by instalment upon delivery of each instalment.

 

9.2.Where payment or part payment for the Products has been made prior to delivery, title in the Products purchased shall immediately vest in the relevant member of the hear.com Group and the relevant WSA Distributor shall identify such Products as the property of the relevant member of the hear.com Group and keep them separate from other goods at all times.

 

9.3.If a carrier is appointed for the delivery of Products, it shall be deemed to be acting on behalf of the relevant WSA Distributor in carrying out the delivery and not of the relevant member of the hear.com Group.

 

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10.MANUFACTURER'S WARRANTY

 

10.1.WSA shall provide a manufacturer’s warranty, covering manufacturing defects or faults arising from normal hearing aid use, for those of the Products and for the period set out in Section 1 of SCHEDULE D - MANUFACTURERS' WARRANTY PERIOD, PRODUCT WARRANTY AND RETURNS TERMS ("Warranty") in respect of the relevant Territory ("Manufacturer’s Warranty Period"). In the event of a fault in a Product covered by the Warranty (other than Non-Warranty Faults set out in clause 10.2 below), WSA or the relevant WSA Distributor shall repair or replace, as determined by WSA, the Product in accordance with and subject to the terms set out in the Product Warranty and Returns Terms, and subject to the exclusions in Clause 10.2. Repairs or replacements may be made with products or parts that are new, used or refurbished.

 

10.2.As far as permitted by Applicable Laws, WSA shall not be obliged to repair Products within the Manufacturer’s Warranty Period in the event that:

 

(a)the defect arises because the relevant member of the hear.com Group or end-customer failed to follow WSA's written instructions as to the storage, fitting, use and/or maintenance of the Products;

 

(b)the defect arises as a result of excessive cerumen contamination or water damage;

 

(c)the defect arises as a result of wilful damage, negligence or abnormal storage conditions; or

 

(d)any unauthorised, unqualified or third-party repair work on the Products,

 

or such fault is otherwise excluded from warranty cover under the Product Warranty and Returns Terms (together these shall be "Non-Warranty Faults").

 

10.3.Faults in non-custom Products covered under the Product Warranty and Returns Terms (except for Non-Warranty Faults) reported to WSA within the Manufacturer’s Warranty Period shall be repaired, or Products replaced, by WSA (or the relevant WSA Distributor) at WSA's cost.

 

10.4.All repairs of faults in Products which arise outside the Manufacturer’s Warranty Period shall be charged at WSA's standard service charges as set out in Section 4 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (or the relevant Local Agreement). Repairs may be made with products or parts that are new, used or refurbished.

 

10.5.All Warranty returns of Products shall be at the sole cost and risk of the relevant member of the hear.com Group.

 

10.6.To the extent permitted by Applicable Laws, WSA and the WSA Distributors makes no warranty other than to HC and those members of the hear.com Group with whom it has a contractual relationship and as set forth in this Clause 10 that such warranty is in lieu of all other warranties, express or implied, including but not limited to any express or implied warranty of merchantability or fitness for particular purposes, and as such constitutes the only warranty made with respect to the Products and Repair Services and any defect, deficiency or nonconformity in any product, service or other item furnished under this Framework Agreement.

 

11.RETURNS POLICY

 

11.1.End-customers of the relevant members of the hear.com Group shall be entitled to return Products within the relevant period set out in the “Exchange and Return Policy” in the Product Warranty and Returns Terms, subject to the terms of the Product Warranty and Returns Terms. All returns must be made in accordance with the Product Warranty and Returns Terms.

 

12.ADVERTISING

 

12.1.Members of the hear.com Group shall promote the Products at their own cost. All advertising carried out by them in relation to the Products shall be at their own cost.

 

12.2.HC shall observe all reasonable directions and instructions given to it by WSA in respect of the use of the WSA Trade Marks and any WSA Branding in the Marketing Materials, and the information provided in respect of any of the Products in such Marketing Materials.

 

12.3.HC shall ensure that any information provided in relation to the price of the Products, including in any Marketing Materials, is clear and accurate and is not misleading.

 

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12.4.HC shall ensure that all Marketing Materials used by members of the hear.com Group shall:

 

(a)comply with the WSA Brand Guidelines and that the presentation of the WSA Trade Marks and WSA Branding in Marketing Materials is solely in the form and manner approved by WSA from time to time;

 

(b)in no way reduce or diminish the reputation, image and/or prestige of any of the WSA Trade Marks, the WSA Branding or of the Products; and

 

(c)comply with all Applicable Laws (including all applicable advertising codes of practice and Applicable Laws in relation to the advertising of medical devices in the relevant Territory).

 

12.5.HC shall ensure that all information provided by HC and the members of the hear.com Group in relation to the Products, including in any Marketing Materials, is accurate and correct and conforms to the product data sheets, technical and User Guides and information provided by WSA.

 

12.6.HC shall not, and shall ensure that members of the hear.com Group shall not, without WSA's prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Products which are inconsistent with those contained in product data sheets provided by WSA, or make any representations, warranties, guarantees or commitments which extend beyond or which are inconsistent with the terms of any product warranties provided by WSA in the Product Warranty and Returns Terms in connection with the Products, or otherwise incur any liability on behalf of WSA.

 

12.7.HC shall indemnify and keep WSA indemnified from and against any liabilities, claims, costs or expenses, damages and losses (including any direct, indirect and consequential losses, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which may be suffered or incurred by WSA or the WSA Distributors arising out of or in connection with:

 

(a)any representations, warranties, guarantees or other commitments made or given by any member of the hear.com Group with respect to the specifications, features or capabilities of the Products which are inconsistent with those contained in product data sheets provided by WSA; or

 

(b)any representations, warranties, guarantees or commitments made or given by any member of the hear.com Group which extend beyond or which are inconsistent with the terms of any product warranties provided by WSA in the Product Warranty and Returns Terms in connection with the Products.

 

12.8.From time to time during the Term, WSA may provide WSA Promotional Materials to the hear.com Group, but WSA shall be under no obligation to specially prepare and/or provide the same. HC undertakes to use, and to ensure that its Affiliates shall use, any such WSA Promotional Materials solely for the purpose of advertising and/or selling the Products in accordance with this Framework Agreement.

 

13.TRAINING

 

13.1.WSA, or the relevant WSA Distributor, shall provide training for Branded Products to the relevant hearing aid dispensers employed or engaged by any members of the hear.com Group in the operation and fitting of the Products in accordance with WSA prevailing guidelines in the relevant Territory. Training for new Products shall be provided on dates to be agreed by the relevant WSA Distributor and the relevant hear.com Group member in that Territory.

 

13.2.HC, or the relevant member of the hear.com Group, shall provide training for Horizon Private Products to the relevant WSA Distributor and the hearing aid dispensers employed or engaged by the relevant member of the hear.com Group in the relevant Territory. Training on new Horizon Private Products supplied shall be provided on dates to be agreed by the relevant WSA Distributor and the relevant hear.com Group member in that Territory.

 

13.3.HC shall ensure that all hearing aid dispensers employed or engaged by any members of the hear.com Group to fit the Products shall be suitably skilled, experienced and qualified to carry out such services.

 

14.SOFTWARE

 

14.1.Any software is licensed, not sold, to HC. It is protected by intellectual property laws and treaties worldwide and contains trade secrets in which WSA and its licensors reserve and retain all rights not expressly granted to HC.

 

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14.2.HC shall have a non-exclusive and non-transferable license to use such software solely in conjunction with the Products and only for the purpose(s) stated in the Product description and in accordance with the User Guides made available by WSA. HC shall not modify, reproduce or copy any such software, or any portions thereof, without WSA's prior written consent. Except to the extent that the Parties may otherwise agree in writing, HC's license to use such software shall terminate upon: (a) discontinuance of use of the hardware delivered hereunder in which such software is initially installed; (b) discontinuance of payment of the applicable periodic license and maintenance fees, if any; or (c) a breach of any of the above-stated license terms. All copies of the software with respect to which the license is terminated shall be returned to WSA promptly after such termination.

 

14.3.WSA provides the software “as is” and provides no warranty that the software will be uninterrupted or free from errors. All conditions, warranties or other terms which may be implied or incorporated into this Framework Agreement in relation to the software, whether by statute, common law or otherwise, are hereby excluded, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

 

15.INTELLECTUAL PROPERTY RIGHTS

 

15.1.WSA grants a non-exclusive, revocable, royalty-free licence to HC and its Affiliates during the Term to:

 

(a)use the WSA Trade Marks in the Territories for the promotion and sale of the Branded Products (including the use of the WSA Trade Marks in advertisements for the Branded Products), in accordance with the terms of this Framework Agreement, and not otherwise; and

 

(b)promote, advertise and sell the Products in the Territories in accordance with the terms of this Framework Agreement.

 

15.2.HC acknowledges and agrees that, as between the Parties, WSA absolutely and unconditionally owns the WSA IP.

 

15.3.HC shall ensure that each Affiliate shall strictly comply with all directions and guidelines of Supplier, including WSA Brand Guidelines, regarding such use of the WSA Branding.

 

15.4.The benefit of and all goodwill that the hear.com Group may generate or acquire in respect of their use of any WSA Branding shall at all times enure to WSA (or, at WSA's request, its nominee). Other than as expressly set out in this Framework Agreement, WSA does not grant any right, title or interest in or to any WSA Branding to HC or any of its Affiliates. HC shall, at HC's own cost and expense, promptly do or ensure to be done all such further acts and things (including the execution of documents) as WSA may reasonably require in order to give full effect to this Clause 15.4 and/or in order to maintain the validity and enforceability of any of WSA's Intellectual Property Rights.

 

15.5.HC shall, and shall ensure that each Affiliate shall, market and sell the Branded Products only under the WSA Trade Marks, and not in association with any other trade mark, brand or trade name, except as permitted in any Brand Guidelines issued by WSA. WSA shall include on the Branded Products and/or their packaging the WSA Trade Marks, together with any Patent numbers where appropriate and such proprietary notices as WSA may deem appropriate from time to time.

 

15.6.HC shall not, and shall ensure that each Affiliate shall not:

 

(a)without the prior written consent of WSA, alter, deface, remove or make any addition to the labelling or packaging of the Branded Products displaying the WSA Trade Marks; or

 

(b)alter, deface or remove any reference to the WSA Trade Marks, any reference to WSA or any other product name displayed on the Branded Products, any reference to the Patents, or any proprietary notice of WSA on the Branded Products or their packaging or labelling.

 

15.7.Save as expressly provided in clause 15.1, HC shall not, and shall ensure that each Affiliate shall not, sub-license, transfer or otherwise deal with the rights of use of the WSA Trade Marks granted under this Framework Agreement.

 

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15.8.HC acknowledges that the Products are premium products and the value of the WSA Trade Marks established by WSA and shall use its best endeavours to uphold and maintain the value of the WSA Trade Marks and the Products in its promotion, advertising and sale of the Products.

 

15.9.HC shall not, and shall ensure that each Affiliate shall not, do or omit to do or allow to be done, anything that could adversely affect the validity or reputation of any of the WSA Trade Marks or which may weaken, damage or be detrimental to any of the WSA Trade Marks or the reputation or goodwill associated with the Trade Marks.

 

15.10.HC shall promptly give notice in writing to WSA if it becomes aware of:

 

(a)any infringement or suspected infringement of the WSA Trade Marks or any other Intellectual Property Rights relating to or subsisting in the Products within the Territory; or

 

(b)any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory infringes the rights of any third party.

 

15.11.In respect of any matter that falls within clause 15.10 in relation to the WSA IP:

 

(a)WSA shall in its absolute discretion, decide what action to take in respect of the matter (if any). WSA will not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation to the WSA IP if it decides in its sole discretion not to do so and HC will not be entitled to bring any action for infringement; and

 

(b)WSA shall conduct and have sole control over any consequent action that it deems necessary and HC shall not make any admission of liability, agreement or compromise in relation to such action without WSA’s prior written consent; and

 

(c)HC shall, and shall ensure that its Affiliates shall, at WSA’s request, provide such reasonable assistance as is required by WSA in connection with any action taken by WSA under this clause 15.11.

 

15.12.To the extent that any matter that falls within clause 15.10 relates to the hear.com Trade Marks, such matter shall be dealt with in accordance with Clause 4 of the Trade Mark Licence set out in SCHEDULE E - TRADE MARK LICENCE AGREEMENT.

 

15.13.WSA alone is responsible for the registration and maintenance of any marks or designs that relate to the Branded Products. HC shall not, and shall ensure that each Affiliate shall not, obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the WSA Trade Marks.

 

15.14.HC shall not, and shall ensure that none of its Affiliates shall, use the WSA Trade Marks as part of the name under which HC or any of its Affiliates conducts its business, or any connected business, or under which it sells or services any products (except the Products), or in any other way, except as expressly permitted hereunder.

 

16.CONFIDENTIALITY AND DATA PROTECTION

 

16.1.Each Party undertakes to keep, and shall procure that its Affiliates keep, as confidential all Confidential Information belonging to the other Party and their respective Affiliates and to not, either during or after the Term, use or disclose any such Confidential Information, except with the prior written consent of the other Party or as permitted by this Clause 16.

 

16.2.Each Party may, strictly for the purposes of performing, implementing and/or exercising that Party’s rights and/or obligations under this Framework Agreement and/or seeking professional advice in respect of the same, use the other Party’s Confidential Information and/or disclose it under obligations of confidence to that Party’s employees, officers, agents, personnel and/or professional advisors. Each Party shall take all reasonable steps and precautions to ensure that the other Party’s Confidential Information and that of their Affiliates remains confidential at all times and the persons to whom it makes such disclosures comply with the confidentiality obligations contained in this Clause 16 as though they were a party to this Framework Agreement. Each Party shall at all times remain primarily responsible for any unauthorised use or disclosure of the other Party’s Confidential Information by it and/or any person to whom it has disclosed the same.

 

16.3.The obligations of confidentiality in this Clause 16 shall not extend to any matter which a disclosing Party can demonstrate:

 

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(a)is in, or has become part of, the public domain, other than as a result of a breach of confidence by the disclosing Party or any person to whom such Party has disclosed Confidential Information;

 

(b)was in the disclosing Party’s or its Affiliate’s written records prior to the Commencement Date and not subject to confidentiality obligations;

 

(c)was independently disclosed to the disclosing Party without obligations of confidence by a third party entitled to disclose the same; or

 

(d)is required to be disclosed under any Applicable Law, or by order of a court or governmental body or authority of competent jurisdiction, provided that to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible, limits the information so disclosed, takes into account the reasonable requests of the other Party in relation to the content of such disclosure and provides all reasonable assistance (at the other Party’s cost) in seeking a protective or similar order restricting the extent of the disclosure.

 

16.4.Neither Party shall make any announcement, press release and/or statement relating to the other Party and/or in connection with this Framework Agreement at any time during or after the Term, except with the prior written agreement of the other Party and/or to the extent required pursuant to any Applicable Law or by an order of a court or governmental body or authority of competent jurisdiction.

 

16.5.HC shall not provide WSA with any personally identifiable information (including but not limited to the name, gender, age, passport number, identity card number, contact information and health information) (collectively "Personal Data"), unless such information is specifically requested by WSA or required to be provided by Applicable Laws. HC represents and warrants that it shall comply with all applicable data protection laws and further represents and warrants that it has obtained and shall have obtained all consents and authorizations necessary by virtue of Applicable Laws or otherwise of all data subjects for HC to disclose their personal data to WSA (including for the purposes set out above). Upon WSA's request, HC shall promptly provide a copy of any data subject’s consent for disclosure to WSA. Where requested by WSA, HC shall enter into a data processing agreement on WSA’s standard terms setting out its obligations in relation to such Personal Data and to enable WSA to process the Personal Data. HC shall indemnify WSA and its Affiliates against any loss or damage suffered or any costs incurred by WSA or its Affiliates because of a breach by HC of this Clause 16.5.

 

16.6.This Clause 16 shall continue in force following termination of this Framework Agreement.

 

17.WARRANTIES AND LIABILITY

 

17.1.Each Party hereby represents, warrants and undertakes to the other Party that:

 

(a)it has full authority to enter into this Framework Agreement and to perform its obligations hereunder; and

 

(b)the individual executing this Framework Agreement on the Party’s behalf has all requisite corporate authority to act on such Party’s behalf and to cause this Framework Agreement to be valid and binding upon such Party.

 

17.2.WSA shall be liable under this Framework Agreement only in accordance with the manufacturer's warranty set out in Clause 10 and returns policy set out in Clause 11. WSA shall have no further liability under this Framework Agreement whatsoever. WSA's liability to HC under this Framework Agreement shall in all circumstances (including breach of contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise) be limited per incident to (a) the value of the affected Products or Repair Services provided by WSA to HC (provided that HC has paid for such affected Products or Repair Services to WSA); or (b) USD100,000 (whichever is lower). Further, in no event shall WSA's total liability per Quarter exceed an amount equal to 20% of the aggregate net invoice value of Products sold to HC in that Quarter. The limitations set forth in this clause shall not apply to liability for death or personal injury caused by negligence, liability for fraud or any other liability which cannot be excluded under Applicable Laws.

 

17.3.Under no circumstances whatsoever shall WSA be liable to HC, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, procurement of substitute goods and/or services, or any special, indirect or consequential damage suffered by HC that arises under or in connection with this Framework Agreement.

 

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17.4.HC shall remain responsible for all acts and omissions of any member of the hear.com Group as if such acts or omissions were its own.

 

18.REGULATORY

 

18.1.HC represents and warrants that:

 

(a)HC and members of the hear.com Group are not excluded or suspended from any public health care purchasing or reimbursement programs;

 

(b)all laws, rules or any other regulations, including for the importation and sale of medical devices, have been and shall at all times be duly complied with by HC and members of the hear.com Group;

 

(c)HC and members of the hear.com Group shall install and maintain a complaint register to ensure the monitoring of complaints;

 

(d)HC and members of the hear.com Group shall regularly check labelling of all Products which are deemed medical devices for conformity with applicable regulations and the conformity assessment; and

 

(e)HC and members of the hear.com Group shall not remove, change or obscure any labelling on any Product.

 

18.2.HC and members of the hear.com Group shall maintain control of records by ensuring the efficient storage of: (a) documentation for traceability, together with invoices, of the sold Products to the end-users; (b) customer complaints or adverse market surveillance information; (c) records and documentation of recalls; (d) samples and sales literature; (e) product registrations in the territories where the Products are sold with applicable government agencies or health authorities; and (f) any registration, approval or filing of these records and documentations. HC and members of the hear.com Group shall report to WSA all information relating to any Incident or Near Incident, Adverse Events, Product Complaints and Medical Device Malfunctions that are brought to its attention involving Products purchased from WSA or its WSA Distributors promptly upon their receipt. Incidents are understood to comprise any malfunction or deterioration in the characteristics and/or performance of a Product as well as any inadequacy in the labelling or the instructions for use, which might lead to, or might have led to the death of a patient or user or to a serious deterioration in the patient's or user's state of health.

 

18.3.HC and members of the hear.com Group must be able to fully trace any Product within two (2) Working Days to the end-user.

 

18.4.HC and members of the hear.com Group shall forward all Product complaints to WSA as soon as these are identified and no later than three (3) Working Days. Such obligation includes any oral, electronic or written complaints of any deficiencies related to labeling, quality, durability, reliability, safety, effectiveness or performance of any Product.

 

18.5.HC and members of the hear.com Group are obliged to follow WSA's vigilance procedures for the medical devices, and shall inform WSA immediately of any oral, electronic or written complaints or reports, either from competent authorities or from end-users or others, on Incidents or Near Incidents involving the Products so that WSA may be able to react appropriately, including notifying national health authorities.

 

18.6.HC and members of the hear.com Group acknowledge that WSA may issue a recall or a Field Safety Corrective Action if a recall of a Product is needed or if Advisory Notice is needed. HC and members of the hear.com Group shall comply with all instructions set out in any Field Safety Notice or Advisory Notice and any reasonable requests within five (5) Working Days and WSA shall bear the costs of such product recall where such recall is not attributable to the negligence of HC or the relevant members of the hear.com Group. For the avoidance of doubt, WSA shall, in its sole discretion, have the final decision as to any recall, Field Safety Corrective Action and any communication made to the public, and it shall be the party to handle such recall or Field Safety Corrective Action, including but not limited to final recall, removal, correction, withdrawal decision, the communication to the competent authorities and notified bodies, the public and surveys, as well as logistic processes regarding the returned Products.

 

18.7.To the extent that HC or any member of the hear.com Group outsources any services (including but not limited to installation and/or servicing) to third parties, HC or any member of the hear.com Group shall procure that such third party complies with the obligations of this Clause 18. WSA shall be notified of any such outsourcing activities prior to commencement of the same and shall be subject to WSA's prior written consent.

 

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WSA-HEAR.COM: FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

18.8.In case any registrations of Products, approvals or permissions are made in HC's or any member of the hear.com Group's name (except for Horizon Private Products), HC shall immediately assign and transfer any such registrations, approvals and permissions relating to WSA or the Products in the Territory to WSA or its nominee at no cost to WSA upon termination of these Terms or upon WSA's written request.

 

18.9.WSA and the WSA Distributors have the property right to all registrations of Products with authorities and approvals, permissions etc. from authorities. HC and members of the hear.com Group are not authorised to act on WSA's or any of the WSA Distributors' behalf in correspondence with any authorities unless a written, duly signed power of attorney is provided by to HC for this specific purpose.

 

18.10.In order to ensure the highest quality standards, HC and members of the hear.com Group shall use only genuine spare parts provided by the manufacturer for the contractual product.

 

18.11.The WSA technical documentation (User Guide, safety manual and data sheet) provides HC and the members of the hear.com Group with the master user documentation. HC and the members of the hear.com Group shall keep the content of this master user documentation in the local user documentation. HC and the members of the hear.com Group are responsible to hand over the technical documentation together with the product to the end-customer.

 

19.COMPLIANCE WITH LAWS

 

19.1.HC represents and warrants that it and any party acting on its behalf (including but not limited to its employees, agents and business partners), together with the members of the hear.com Group and any party acting on their behalf (including but not limited to their employees, agents and business partners), shall strictly comply with all applicable laws and regulations, including without limitation any laws and regulations relating to taxation, anti-corruption, anti-bribery, antitrust, anti-money laundering or any other criminal laws, rules or regulations. HC shall forthwith, and in any event within ten (10) days, notify WSA in writing upon becoming aware that any of the foregoing representations and warranties are no longer true and correct, or upon being requested directly or indirectly by a third party or any WSA officer or employee to violate any law or regulation in connection with this Framework Agreement or any Local Agreement.

 

19.2.HC further represents and warrants that:

 

(a)neither it nor its Affiliates, directors, managers, officers, employees, agents, or representatives is a person or entity, or is owned or controlled by a person or entity, that is (i) a Specially Designated National or Blocked Person or which otherwise appears on any list maintained by the US Department of the Treasury's Office of Foreign Assets Control (including, without limitation, the List of Specially Designated Nationals and Blocked Persons or any successor list(s)), by the US Commerce Department, or by the US Department of State; or (ii) identified on the European Union's Consolidated List of Sanctions, the UK HM Treasury's Consolidated List of Financial Sanctions Targets, the UK Export Control Organisation's Iran List; or (iii) identified on Singapore's Lists of Designated Individuals and Entities; or (iv) otherwise designated as subject to financial sanctions or prohibited or restricted from receiving US, EU, Singapore, or UK services or any other equivalent local provisions;

 

(b)it shall exercise the rights granted to it under this Framework Agreement in accordance with such terms and any and all restrictions and guidelines imposed by WSA;

 

(c)it will comply and will ensure that its Affiliates, directors, managers, officers, employees, agents, and representatives comply with all applicable laws, including US, EU, Singapore and UK sanctions laws and regulations, in performing hereunder. HC agrees to notify WSA immediately in writing of any change in ownership or control that might violate or otherwise impact the representations made in this Clause 19, and

 

(d)it understands that any products, software, or technology, including technical data, it receives from WSA may be subject to export controls. HC covenants and agrees to comply with applicable export controls.

 

19.3.HC agrees to comply, and will ensure that members of the hear.com Group comply, with the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act, and the laws of the country in which any transactions are made or services are provided under this Framework Agreement. Without limiting the generality of the foregoing, HC represents and warrants and covenants and agrees as follows:

 

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WSA-HEAR.COM: FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

(a)neither HC nor, to its best of its knowledge, any person or entity working on HC's behalf or its Affiliates in connection with this Framework Agreement is (or will be at any time during the applicable term): (i) an officer, agent or employee of any government or any agency, instrumentality or department thereof (collectively "Government"); or (ii) a person acting in an official capacity or any other manner on behalf of any such Government; or (iii) an official of any political party, holder of any political office, or candidate for any political office; or (iv) an entity directly or indirectly owned or controlled by any such Government, or an officer, agent or employee of such entity; or (v) an officer or employee of a public international organization (each of the foregoing (i) to (v) is an "Official");

 

(b)in connection with the performance of this Framework Agreement, HC shall not, and shall ensure that its Affiliates shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money or offer, promise to give, or authorize the giving of anything of value to any Official or any person while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any such Official or any such person for the purpose of (a) influencing any action or decision of such Official or any such person including, without limitation, a decision to fail to perform his or its official functions; (b) inducing such Official to use his or her influence with any Government to affect or influence any act or decision of such Government; or (c) securing an improper advantage, in each case in order to assist in obtaining or retaining business for or with, or directing business to, any person, including obtaining preferential regulatory approvals; and

 

(c)in connection with the performance of this Framework Agreement, HC shall not, and shall ensure that its Affiliates shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money or offer, promise to give, or authorize the giving of anything of value to any other person or entity if such payment would violate the FCPA, the UK Bribery Act, and/or laws of the country in which the transaction is made and/or services are provided under this Framework Agreement.

 

19.4.HC and members of the hear.com Group agree to keep, and make available in case of an audit as referenced in Clause 19.6, books and records that accurately describe in detail all products and services received, and payments made, by HC and members of the hear.com Group, as well as evidence of fulfilment of its obligations under this Clause 19 (including but not limited to having carried out compliance trainings commensurate with HC's business).

 

19.5.HC and members of the hear.com Group shall provide all such information, documents, confirmations or assurances to WSA as it may request from time to time to its satisfaction to confirm that HC and members of the Hear.com Group comply and continue to comply with all Applicable Laws.

 

19.6.Without limiting the generality of Clause 19.5, WSA or a third party retained by WSA shall be entitled to conduct an audit of all Products and services received by HC and members of the hear.com Group under this Framework Agreement if (a) WSA has obtained information which WSA determines to indicated that HC or any members of the hear.com Group may have breached any of its obligations, representations or warranties under this Clause 19, or (b) the results of WSA’s internal assessments indicate a potential corruption risk. HC shall, and shall ensure that members of the hear.com Group, fully cooperate in any audit which may be conducted.

 

19.7.Unless otherwise agreed to in writing by WSA, all payments made by HC and members of the hear.com Group shall be paid by electronic bank transfer. WSA and the WSA Distributors will not accept payments from HC or members of the hear.com Group in cash or bearer instruments, or from an account in a country other than (a) the country of incorporation of HC or the relevant member of the hear.com Group, or (b) the country in which HC or the relevant member of the hear.com Group has its principal or substantial place of business. HC and the members of the hear.com Group warrant and represent that no payments will be made, directly or indirectly, through any trust, intermediate entity or other third party.

 

19.8.To the extent required by Applicable Laws, HC and members of the hear.com Group shall ensure that Products are only assembled using biocompatible materials in accordance with ISO 10993 and are fitted and sold by trained professionals maintaining all necessary licenses and certifications. HC is further not allowed to use CE marking. WSA may require HC and members of the hear.com Group to provide evidence of its compliance with this clause if WSA becomes aware or has reason to suspect non-compliance by HC.

 

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WSA-HEAR.COM: FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

19.9.HC and members of the hear.com Group shall indemnify and hold harmless WSA and the WSA Distributors from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with this Clause 19 by HC and members of the hear.com Group, and HC and members of the hear.com Group shall compensate WSA and the WSA Distributors for all losses and expenses resulting thereof.

 

19.10.WSA and the WSA Distributors shall not be obliged to perform any obligations under this Framework Agreement, and/or may terminate this Framework Agreement, or any other agreement, with immediate effect and without any liability by giving written notice to HC or members of the hear.com Group if WSA or a WSA Distributor, in its sole discretion, is of the view that: (a) HC or a member of the hear.com Group is in breach of any of the warranties, certifications, or representations provided in this Clause 19; or (b) the performance of this Framework Agreement, in whole or in part, or any transactions governed by this Framework Agreement, would cause WSA or the WSA Distributor to breach any term, warranty, condition, or other provision of any contract or undertaking to which the WSA and/or any of its Affiliates is a party, which exists at the date of this Framework Agreement or which the WSA enters into after the date of this Framework Agreement; or (c) any transactions contemplated under this Framework Agreement would be in breach of, or otherwise targeted by any laws or regulations, including sanctions and export control laws; or (d) any transactions contemplated under this Framework Agreement could potentially constitute a sanctionable activity under US secondary sanctions, or give rise to retaliatory measures by the US Government or any other government or regulatory authority.

 

20.TERMINATION

 

20.1.Either Party may terminate this Framework Agreement or the relevant Local Agreement with immediate effect by written notice upon the occurrence of one of the following events:

 

(a)there exists an event as described in Clause 20.3 which continues for more than three (3) months;

 

(b)the other Party commits a material breach of any term of this Framework Agreement or any relevant Local Agreement if such breach cannot be remediated or (if such breach can be remediated) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or

 

(c)the other Party voluntarily files a petition in bankruptcy or a petition in bankruptcy is involuntarily filed against the other Party (which petition is not discharged within thirty (30) days after filing).

 

20.2.WSA may terminate this Framework Agreement and/or any relevant Local Agreement with immediate effect by written notice upon the occurrence of one of the following events:

 

(a)HC or a member of the hear.com Group fails to pay any amount due under this Framework Agreement or relevant Local Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

 

(b)HC or a member of the hear.com Group breaches its obligations under Clauses 15, 16, 18 or 19; or

 

(c)a company competing with WSA acquires, directly or indirectly, more than five percent (5%) shareholding interest in HC or a member of the hear.com Group.

 

20.3.WSA and the WSA Distributors shall not be liable for any loss or damage for any delay in delivery or any other failure by WSA and the WSA Distributors to perform this Framework Agreement or Local Agreement due to any of the following: any acts of government or public authority; compliance with any governmental or public authority rules or regulations; acts of God or of the public; war; terrorism; civil commotion or riots; civil war; blockades; embargoes; sanctions; calamities; epidemics; pandemics; floods; fires; earthquakes; explosions; storms; strikes; lockouts; labour disputes or unavailability of labour, raw materials, component parts, power, utilities, or supplies; non-performance by suppliers or subcontractors; cyber-attacks, or any other causes beyond the reasonable control of WSA or the relevant WSA Distributor. Should such a delay or failure to perform occur, WSA or the relevant WSA Distributor may at its sole discretion elect to reasonably extend delivery or production schedules or cancel the order in whole or in part without liability other than to return any pre-payment.

 

20.4.Upon termination of this Framework Agreement (unless agreed otherwise by the Parties in writing):

 

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WSA-HEAR.COM: FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

(a)the licence granted under clause 15.1 shall terminate and HC shall, and shall ensure that the members of the hear.com Group shall, immediately cease using and shall refrain from in future using or authorising the use of the WSA Trade Marks and all licences granted pursuant to this Framework Agreement in respect of the same shall immediately terminate; and

 

(b)members of the hear.com Group shall immediately make payment of all amounts due under this Framework Agreement; and

 

(c)HC shall immediately cease using, and shall ensure that all members of the hear.com Group immediately cease using, all WSA Materials in their possession, power and/or control and HC shall return and ensure the return (or, at WSA's option, destruction) of all copies of such WSA Materials; and

 

(d)save solely to the extent required by Applicable Laws, each Party shall immediately cease use of and promptly return to the other all Confidential Information belonging to the other Party which is in that Party’s power, possession or control (or at the other Party’s option, destroy or ensure destruction of the same).

 

20.5.Clauses which expressly or by implication survive termination of this Framework Agreement shall continue in full force and effect.

 

20.6.Termination or expiry of this Framework Agreement, however arising, shall not affect any of the Parties' rights, remedies, obligations or liabilities that have accrued as at termination or expiry.

 

21.US Market Changes

 

21.1.In the event that the market in the US evolves significantly, including new regulatory or channel structures, and if such new market conditions require material changes to service conditions or pricing policy, the Parties will discuss in good faith any changes to the relevant arrangement to enable both Parties to adapt effectively to the new market conditions in the US in accordance with Applicable Laws.

 

22.MISCELLANEOUS

 

22.1.If any provision or part-provision of this Framework Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Framework Agreement.

 

22.2.In entering into this Framework Agreement, each Party acknowledges that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Framework Agreement.

 

22.3.Unless expressly stated otherwise in this Framework Agreement, no variation of this Framework Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

 

22.4.No failure or delay by a Party to exercise any right or remedy provided under this Framework Agreement or by law shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

22.5.This Framework Agreement, and any documents referred to in it, including any Local Agreements, constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

22.6.Neither Party may assign, transfer, mortgage, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Framework Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

 

22.7.This Framework Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

 

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WSA-HEAR.COM: FRAMEWORK AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT

 

23.THIRD PARTIES

 

23.1.Subject to Clause 23.2, no person other than a party to this Framework Agreement may enforce this Framework Agreement.

 

23.2.The Parties agree that:

 

(a)any losses or liabilities of any member of the hear.com Group suffers or incurs shall be deemed to have been suffered and incurred and recoverable by HC (and shall not be deemed to be indirect losses merely because they were not suffered or incurred by HC directly). WSA agrees that HC shall be entitled to bring such a claim on behalf of any member of the hear.com Group; and

 

(b)any losses or liabilities any of the WSA Distributor suffers or incurs shall be deemed to have been suffered and incurred and recoverable by WSA (and shall not be deemed to be indirect losses merely because they were not suffered or incurred by WSA directly). HC agrees that WSA shall be entitled to bring such a claim on behalf of any WSA Distributor.

 

24.DISPUTE RESOLUTION

 

24.1.The Parties shall negotiate in good faith and shall use their respective reasonable endeavours to resolve all disputes arising out of or in connection with this Framework Agreement on an amicable basis. Disputes which cannot be resolved promptly shall be initially referred to a member of the senior management team (in the case of HC) and the Vice President Global Key Accounts in the case of WSA. If they are unable to resolve the dispute within fourteen (14) days of escalation the dispute shall be referred to the Group Chief Executive Officer in the case of HC and the Group Chief Executive Officer in the case of WSA. If the Parties are unable to resolve any dispute within fourteen (14) days of escalation to their Group Chief Executive Officers, either Party may refer the dispute to arbitration by notifying the other Party in writing.

 

24.2.If a dispute is referred to arbitration in accordance with Clause 24.1, it will be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in effect at the time of referral, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be the English language.

 

24.3.Nothing in this Clause 24 shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

 

25.GOVERNING LAW

 

25.1.This Framework Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Singapore laws.

 

 

 

SIVANTOS PTE LTD:
 
/s/ R. Van Dijk   /s/ Ericz Ezekiel Tay
Name: R. Van Dijk   Name: ERICZ EZEKIEL TAY
Designation:     VP Key Accounts   Designation:   SENIOR COUNSEL
     
     
     
HEAR.COM N.V.:
 
/s/ Marco Vietor   /s/ Paul Crusius
Name: MARCO VIETOR   Name: PAUL CRUSIUS
Designation:     CO-CEO   Designation:   CO-CEO

 

22

 

EX-10.5 10 tm214804d12_ex10-5.htm EXHIBIT 10.5

 

Exhibit 10.5

 

FORM OF

 

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement is dated as of _______________, 2021 (this “Agreement”) and is between hear.com N.V., a Dutch public limited company (naamloze vennootschap) registered in the Dutch trade register under number 81157959 (the “Company”), and ______________________ (“Indemnitee”).

 

Background

 

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

 

The Company desires and has requested Indemnitee to serve, or to continue to serve, as a director or officer of the Company and, in order to induce Indemnitee to serve, or to continue to serve, as a director or officer of the Company, the Company is willing to grant Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve, or to continue to serve, on the basis that such indemnification be provided.

 

The parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses (as described under Section 5(b)).

 

In consideration of Indemnitee’s service to the Company and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

Section 1.               Indemnification.

 

(a)    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or other nature (hereinafter a “Proceeding”), whether brought by or in the name of the Company or otherwise, by reason of the fact that he or she is or was a director or an officer of the Company and/or a legal entity or company with which the Company is affiliated in a group as referred to in article 2:24b of the Dutch Civil Code (hereinafter “Group Company”), shall be indemnified and held harmless by the Company to the fullest extent authorized by applicable law, including, but not limited to Dutch law, as may be amended from time to time (but, in the case of such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all costs, expense, liability, loss, damages and claims (including attorneys' fees, judgments, fines or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, regardless of whether the claim relates to personal damages or damages incurred by third parties, including:

 

(i)     the costs of conducting a defense against claims (also including claims by the Company) or a settlement based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company's request; and

 

(ii)   any damages payable by them as a result of an act or failure to act as referred to under (a) above,

 

provided, however, that the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the Company (the “Board”).

 

 

 

 

(b)    No indemnification pursuant to Section 1(a) above shall be made to any Indemnitee in respect of any claim, issue or matter:

 

(i)     as to which such person shall have been adjudged in a final and non-appealable judgment by a competent court or arbitral tribunal (a “final judgment”) to be liable for a personal and fraud, wilfull recklessness (bewuste roekeloosheid) or willful misconduct (opzet) in the performance of his duty as a director or officer unless a court shall determine that such person is fairly and reasonably entitled to such compensation despite the adjudication of such liability;

 

(ii)   as a result of a violation of criminal law (except for the costs, fines or financial sanctions as a result of the civil law consequences of a violation of criminal law), to the extent that such fines are imposed by a final judgment on the ground that the director himself is personally liable for a violation of criminal law; or

 

(iii)  to the extent any related costs and losses have been insured and reimbursed or paid to such person under any applicable insurance policy.

 

(c)    The right to indemnification conferred in Section 1(a) shall include, to the fullest extent authorized by applicable law, the right to be paid by the Company the expenses incurred in defending any such Proceeding prior to a court order and/or preparation of a settlement in accordance with Section 2 (hereinafter a “payment of expenses”). The rights to indemnification and to the payment of expenses conferred in Section 1(a) and 1(c) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.

 

(d)    An Indemnitee is obliged to inform the Company as soon as practically possible about any claim, issue or matter or any circumstance that could lead to a claim, issue or matter in respect of which indemnification may be sought.

 

(e)    Any sums paid or payable by any Indemnitee in accordance with this Section, will be reimbursed to such Indemnitee or paid directly by the Company promptly following notice to the Company.

 

(f)     The Company may maintain insurance in accordance with Section 4, at its expense, to protect itself and any director, officer, employee or agent of the Company and/or Group Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under any applicable law.

 

(g)     If this Section 1 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any Proceeding, to the fullest extent permitted by any applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

 

Section 2.               Advancement of Expenses. To the fullest extent permitted by applicable law, but subject to the terms of this Agreement and following notice pursuant to Section 3(a) below, expenses (including attorneys’ fees, costs and expenses) incurred by Indemnitee in appearing at, participating in or defending, or otherwise arising out of or related to, any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding or in connection with any Proceeding brought to establish or enforce a right to indemnification or advancement of expenses pursuant to Section 3 (an “advancement of expenses”), within 20 days after receipt by the Company of a statement or statements from Indemnitee requesting such advancement of expenses from time to time. Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that it is ultimately determined by a final judgment that such Indemnitee is not entitled to be indemnified or entitled to advancement of expenses under this Agreement. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b).

 

2 

 

 

Section 3.               Procedure for Indemnification; Notification and Defense of Claim.

 

(a)             Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if any indemnification, advancement or other claim in respect thereof is to be sought from or made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of any Proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company is actually and materially prejudiced in its defense of such Proceeding as a result of such failure. To submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final judgment of such Proceeding. Any notice by Indemnitee under this Section 3 should include such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

 

(b)                With respect to any Proceeding of which the Company is so notified as provided in this Agreement, the Company shall, subject to the last two sentences of this Section 3(b), be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any subsequently incurred fees of separate counsel engaged by Indemnitee with respect to the same Proceeding unless the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company, which authorization will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is an actual or potential conflict of interest or position (other than such potential conflicts that are objectively immaterial or remote) between the Company and Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

 

(c)                The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 30 days following the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the determination of whether to grant Indemnitee’s indemnification request shall not have been made within such 30-day period, the requisite determination of entitlement to indemnification shall nonetheless, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) an intentional misstatement by Indemnitee of a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the laws of the Netherlands; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation or information relating thereto.

 

(d)               In the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within 30 days following receipt of a request for indemnification as described above, (iii) payment of indemnification is not made within such 30-day period (as it may be extended), (iv) advancement of expenses is not timely made in accordance with Section 2 or (v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses, as applicable. Indemnitee’s expenses (including attorneys’ fees, costs and expenses) incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company to the fullest extent permitted by the laws of the Netherlands.

 

(e)               Indemnitee shall, to the fullest extent permitted by law, be presumed to be entitled to indemnification and advancement of expenses under this Agreement upon submission of a request therefor in accordance with Section 2 or Section 3, as the case may be. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to indemnification and advancement of expenses unless, to the fullest permitted by law, the Company overcomes such presumption by clear and convincing evidence. For purposes of this Agreement, to the fullest extent permitted by the laws of the Netherlands, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers, employees or committees of the Board, or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Company or on information or records given in reports made to the Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Company, and the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.

 

3 

 

 

Section 4.               Insurance and Subrogation.

 

(a)            The Company hereby covenants and agrees that, so long as Indemnitee shall be subject to any possible Proceeding by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, the Company, subject to Section 4(b), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below.

 

(b)             Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that: (i) such insurance is not reasonably available; (ii) the premium costs for such insurance are disproportionate to the amount of coverage provided; (iii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit; (iv) the Company is to be acquired and a tail policy of reasonable terms and duration is purchased for pre-closing acts or omissions by Indemnitee; or (v) the Company is to be acquired and D&O Insurance, with substantially the same terms and conditions as the D&O Insurance in place prior to such acquisition, will be maintained by the acquirer that covers pre-closing acts and omissions by Indemnitee.

 

(c)             In all policies of D&O Insurance, Indemnitee shall qualify as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured (i) of the Company’s independent directors (as defined by the insurer) if Indemnitee is such an independent director; (ii) of the Company’s non-independent directors if Indemnitee is not an independent director; or (iii) of the Company’s officers if Indemnitee is an officer of the Company. If the Company has D&O Insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

 

(d)            In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy or any other indemnity agreement covering Indemnitee. Indemnitee shall execute all papers required and take all reasonable action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

 

Section 5.               Certain Definitions. For purposes of this Agreement, the following definitions shall apply:

 

(a)             The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise” shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act.

 

(b)            The term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees, costs and expenses and related disbursements, appeal bonds, other out-of-pocket costs, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder.

 

(c)            The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

 

4 

 

 

Section 6.              Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of all losses suffered by, or incurred by or on behalf of, Indemnitee in connection with any Proceeding, including any appeals, in an amount that is just and equitable in the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 1(b)Error! Reference source not found..

 

Section 7.               Form and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt, or (d) sent by email or facsimile transmission, with receipt of oral confirmation that such transmission has been received. Notice to the Company shall be directed to hear.com N.V., Board of Directors, email: [_____@_____.com]. Notice to Indemnitee shall be directed to [_____], email: [_____@_____.com].

 

Section 8.             Non-exclusivity. The provisions for indemnification to or the advancement of expenses and costs to Indemnitee under this Agreement shall not limit or restrict in any way the power of the Company to indemnify or advance expenses to Indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses may be entitled under any law, the Articles, the Board Rules, other agreements or arrangements, vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s capacity as an officer, director, employee or agent of the Company and as to action in any other capacity. Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

 

Section 9.               No Construction as Employment Agreement. Nothing contained herein shall be construed as giving Indemnitee any right to be retained as a director or officer of the Company or in the employ of the Company or any other entity. For the avoidance of doubt, the indemnification and advancement of expenses provided under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Company.

 

Section 10.           Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide, in each instance, indemnification and advancement of expenses to Indemnitee to the fullest extent permitted by the laws of the Netherlands, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the laws of the Netherlands permitted the Company to provide prior to such amendment). Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

 

Section 11.          Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

 

Section 12.           Modification and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, (a) this Agreement may not be modified or terminated by the Company without Indemnitee’s prior written consent; (b) no amendment, alteration or interpretation of the Articles, the Board Rules or any other agreement or arrangement shall limit or otherwise adversely affect the rights provided to Indemnitee under this Agreement and (c) a right to indemnification or to advancement of expenses arising under a provision of the Articles, the Board Rules or this Agreement shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought.

 

Section 13.           Successor and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

 

5 

 

 

Section 14.           Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of the Netherlands (excluding Dutch private international law and international treaties, in particular the Vienna Convention on the International Sale of Goods dated 11 April 1980).

 

Without prejudice to the right of each party to seek injunctive relief with the relevant Dutch courts (kort geding), all disputes arising in connection with this Agreement, or any agreements resulting therefrom, will be settled in accordance with the arbitration rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) (NAI) (the “Rules”), unless the relevant agreement provides otherwise, and:

 

(a)                the arbitral tribunal will be composed of three arbitrators appointed in accordance with the Rules;

 

(b)                the place of arbitration will be Amsterdam, the Netherlands;

 

(c)                the language of the proceedings will be English;

 

(d)                the arbitrators will decide according to the rules of law (regelen des rechts);

 

(e)           the International Bar Association (IBA) Rules on the Taking of Evidence in International Commercial Arbitration shall be applicable;

 

(f)                 the arbitral award will be final and binding;

 

(g)              each party shall give notice to the administrator of the NAI within one calendar month following receipt of the arbitral award that the Parties object to the publication in order to procure that the arbitral award will not be published;

 

(h)              the proceedings will not be consolidated with other arbitral proceedings under section 1046 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering) or section 39 of the Rules.

 

Section 15.           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

 

Section 16.           Headings and Section References. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references are to this Agreement unless otherwise specified.

 

[Signature Page Follows]

 

6 

 

 

This Indemnification Agreement has been duly executed and delivered to be effective as of the date first written above.

 

  HEAR.COM N.V.

 

By:  
  Name:
  Title:

 

  INDEMNITEE:

 

   
  Name:

 

[Signature Page to Indemnification Agreement]

 

 

EX-21.1 11 tm214804d12_ex21-1.htm EXHIBIT 21.1

 

Exhibit 21.1

 

 

Subsidiaries of the Registrant

 

The following is a list of the subsidiaries that hear.com N.V. will have immediately after the completion of the Corporate Reorganization.

 

Entity Name Jurisdiction of Incorporation or Organization
audibene B.V. Netherlands
audibene GmbH Germany
audibene GmbH Switzerland
Audiocare Hearing Experts Malaysia Sdn Bhd Malaysia
hear.com (Pty) Ltd South Africa
hear.com Korea Limited South Korea
hear.com LLC Delaware
Hear.com-Simply Good Hearing Inc. Canada
hear.com USA Parent LLC Delaware
Hearing Experts Co. Ltd. Thailand
Ihre Hörgeräte Beratung GmbH Germany
Soundrise Hearing Solutions Private India

 

 

EX-23.2 12 tm214804d12_ex23-2.htm EXHIBIT 23.2

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use in this Registration Statement on Form F-1 of hear.com N.V. of our report dated February 5, 2021, relating to the combined financial statements of audibene GmbH, Berlin, and its direct subsidiaries, as well as Hear.com LLC, USA, Soundrise Hearing Solutions Private Limited, India, and Hear.com Korea Limited, South Korea, all being indirect subsidiaries of WS Audiology S/A, Lynge, Denmark, appearing in the Prospectus, which is part of this Registration Statement.

 

We also consent to the reference to our firm under the heading "Experts" in such Prospectus.

 

/s/ RSM US LLP

 

Fort Lauderdale, Florida

April 19, 2021

 

 

 

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