0001299933-05-001142 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan Agreement • March 9th, 2005 • TLC Vision Corp • Services-specialty outpatient facilities, nec • Ontario

This agreement, dated as of March 4, 2005 is between TLC Vision Corporation, a corporation incorporated under the laws of New Brunswick (the “Corporation”), and CIBC Mellon Trust Company, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which includes any successor Rights Agent).

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