0001140361-13-041354 Sample Contracts

SHAREHOLDER AGREEMENT
Shareholder Agreement • November 8th, 2013 • Costa Inc • Pens, pencils & other artists' materials • New York

THIS SHAREHOLDER AGREEMENT (this "Agreement") is made and entered into as of November 7, 2013, by and among Essilor International SA, a French société anonyme (the "Parent"), the undersigned shareholder (the "Shareholder") of Costa Inc., a Rhode Island corporation (the "Company"), and the Company.

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AGREEMENT OF TERMINATION OF AMENDED AND RESTATED EXECUTIVE AGREEMENT
Agreement of Termination • November 8th, 2013 • Costa Inc • Pens, pencils & other artists' materials • Rhode Island

This Agreement of Termination of Amended and Restated Executive Agreement (this “Agreement”) dated as of November 7, 2013 (the “Effective Date”) is by and between Costa Inc. (the “Company”) and Kevin F. Mahoney (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and among ESSILOR INTERNATIONAL SA, GWH ACQUISITION SUB INC. and COSTA INC. Dated as of November 7, 2013
Merger Agreement • November 8th, 2013 • Costa Inc • Pens, pencils & other artists' materials • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2013, is among Essilor International SA, a French société anonyme (the “Parent”), GWH Acquisition Sub Inc., a Rhode Island corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and Costa Inc., a Rhode Island corporation (the “Company”).

AGREEMENT OF TERMINATION OF AMENDED AND RESTATED EXECUTIVE AGREEMENT
Agreement of Termination • November 8th, 2013 • Costa Inc • Pens, pencils & other artists' materials • Rhode Island

This Agreement of Termination of Amended and Restated Executive Agreement (this “Agreement”) dated as of November 7, 2013 (the “Effective Date”) is by and between Costa Inc. (the “Company”) and Charles R. MacDonald (the “Executive”).

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