SUPPORT AGREEMENTSupport Agreement • October 25th, 2010 • Shamir Optica Holdings A.C.S. Ltd. • Ophthalmic goods
This Support Agreement (this “Agreement”) is dated as of October 15, 2010, by and among Essilor International SA, a French société anonyme (“Parent”), Shamrock Acquisition Sub Ltd., an Israeli company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Kibbutz Shamir A.C.S., an Israeli agricultural cooperative society, executing this Agreement as “Shareholder” on the signature pages hereto (the “Shareholder”).
AGREEMENT AND PLAN OF MERGER among ESSILOR INTERNATIONAL SA, SHAMROCK ACQUISITION SUB LTD., and SHAMIR OPTICAL INDUSTRY LTD. Dated as of October 15, 2010Merger Agreement • October 25th, 2010 • Shamir Optica Holdings A.C.S. Ltd. • Ophthalmic goods
AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2010 (the “Agreement”), among Essilor International SA, a French société anonyme (the “Parent”), Shamrock Acquisition Sub Ltd., an Israeli company and a direct or indirect wholly-owned subsidiary of the Parent (“Merger Sub”), and Shamir Optical Industry Ltd., an Israeli company (the “Company”).
Joint Filing AgreementJoint Filing Agreement • October 25th, 2010 • Shamir Optica Holdings A.C.S. Ltd. • Ophthalmic goods
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D will be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Agreement will be attached as an exhibit of the foregoing statement on Schedule 13D.
