PETER LEE - and - ESSILOR INTERNATIONAL (COMPAGNIE GÉNÉRALE D’OPTIQUE), S.A.Support and Voting Agreement • March 3rd, 2014 • Coastal Contacts Inc • Ophthalmic goods • British Columbia
WHEREAS the Purchaser, Coastal Contacts Inc. (the “Corporation”) and 8800499 Canada Inc. (“Newco”) wish to enter into an acquisition agreement dated as of the date hereof (the “Acquisition Agreement”) contemplating an arrangement (the “Arrangement”) under the Canada Business Corporations Act and pursuant to which each shareholder of the Corporation at the effective time of the Arrangement will be entitled to receive $12.45 in cash per common share in the share capital of the Corporation (a “Share”) and each holder of Options will receive a cash payment in exchange for each Option equal to the amount by which the cash consideration to be received for each Share exceeds the exercise price payable under such Option to acquire one Share, in each case as set forth in the terms of the Acquisition Agreement;
UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2013 • Coastal Contacts Inc • Ophthalmic goods • New York
Coastal Contacts Inc., a company incorporated under the Canada Business Corporations Act (the “Company”) proposes to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters” and, each, an “Underwriter”), an aggregate of 3,000,000 common shares (the “Common Shares”), no par value per share, in the capital of the Company (the “Firm Shares”).
ESSILOR INTERNATIONAL (COMPAGNIE GÉNÉRALE D’OPTIQUE), S.A. - and - 8800499 CANADA INC. - and - COASTAL CONTACTS INC. ACQUISITION AGREEMENT February 26, 2014Acquisition Agreement • March 3rd, 2014 • Coastal Contacts Inc • Ophthalmic goods • British Columbia
BETWEEN: ESSILOR INTERNATIONAL (COMPAGNIE GÉNÉRALE D’OPTIQUE), S.A., a société anonyme (joint stock company) governed by the laws of France;
