0000950135-05-004236 Sample Contracts

AMONG
Agreement and Plan of Merger • July 28th, 2005 • National Vision Inc • Retail-retail stores, nec • Georgia
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Share Purchase Agreement
Share Purchase Agreement • July 28th, 2005 • National Vision Inc • Retail-retail stores, nec • Delaware

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of July 25, 2005 by and among Consolidated Vision Group, Inc., a Delaware corporation (the “Company”), the Sellers listed on Schedule I attached hereto (the “Sellers”), and National Vision, Inc., a company incorporated under the laws of the State of Georgia (the “Buyer”). Each of the Sellers, the Company and the Buyer may be hereinafter referred to as a “Party” and jointly as the “Parties.”

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 28th, 2005 • National Vision Inc • Retail-retail stores, nec

This Amendment to Rights Agreement, dated as of July 25, 2005, to the Rights Agreement, dated as of January 17, 1997 (as amended, the “Rights Agreement”), between National Vision Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, a New York banking corporation, as Rights Agent (the “Rights Agent”).

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