Emerging Vision Inc Sample Contracts

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BACKGROUND ----------
Settlement Agreement • August 6th, 1998 • Sterling Vision Inc • Retail-retail stores, nec • Delaware
Recitals
Loan Agreement • February 4th, 2002 • Emerging Vision Inc • Retail-retail stores, nec • New York
RECITALS
Credit Agreement • December 6th, 1996 • Sterling Vision Inc • Retail-retail stores, nec • New York
EXHIBIT A
Registration Rights Agreement • August 14th, 2001 • Emerging Vision Inc • Retail-retail stores, nec • New York
LOAN AGREEMENT
Loan Agreement • July 8th, 1997 • Sterling Vision Inc • Retail-retail stores, nec • Nevada
SECURITY AGREEMENT
Security Agreement • April 4th, 2006 • Emerging Vision Inc • Retail-retail stores, nec • New York

SECURITY AGREEMENT, dated as of August 19, 2005, by and among each of the entities identified on the signature page hereto under the heading “Grantor” (each a “Grantor” and, collectively, the “Grantors”) and MANUFACTURERS AND TRADERS TRUST COMPANY (the “Secured Party”).

RECITALS
Settlement Agreement and Mutual Release • July 12th, 2001 • Emerging Vision Inc • Retail-retail stores, nec • New York
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W I T N E S S E T H:
Convertible Preferred Stock and Warrants Subscription Agreement • March 5th, 1999 • Sterling Vision Inc • Retail-retail stores, nec
LETTER OF REAFFIRMATION OF GENERAL SECURITY AGREEMENT As of November 11, 2009
Emerging Vision Inc • November 16th, 2009 • Retail-retail stores, nec

Each of the undersigned hereby reaffirms and ratifies all the terms, conditions, representations, and covenants contained in the Security Agreement and certifies that there are no defenses, offsets, or counterclaims thereto as of the date hereof.

STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc.
Office Lease • February 10th, 2010 • Emerging Vision Inc • Retail-retail stores, nec • New York

Agreement of Lease, made as of this 15th day of December 2009, between NEWMARK COMPANY REAL ESTATE, INC., AS AGENT FOR: 38TH AND 8TH LLC, NEW. 520 GSH LLC, NEW 520 TRIPLE CROWN LLC AND NEW 520 EIGHTH LLC, having offices at 125 Park Avenue, New York, New York 10017, party of the first part, hereinafter referred to as Owner, EMERGING VISION USA, INC. and party of the second part, hereinafter referred to as TENANT,

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 14th, 2006 • Emerging Vision Inc • Retail-retail stores, nec • Florida

This Asset Purchase Agreement (this “Agreement”) is dated September 29, 2006, and, for the purposes described in Section 2.7 hereof, effective as of August 1, 2006 (the “Effective Date”), by and among COMBINE OPTICAL MANAGEMENT CORP. (hereinafter referred to as “Seller”), a Florida corporation having its principal offices at 6001 Broken Sound Parkway, Suite 508, Boca Raton, Florida 33487, NEIL GLACHMAN (hereinafter referred to as the “Shareholder”), an individual residing at 17888 Fieldbrook Circle, Boca Raton, FL 33496, COM ACQUISITION,INC. (hereinafter referred to as the “Purchaser”), a New York corporation with offices at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530, and EMERGING VISION, INC. (hereinafter referred to as “EVI”, and together with Purchaser sometimes hereinafter collectively referred to as the “Purchaser Parties”), a New York corporation with offices at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530. Hereinafter Selle

UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT EMERGING VISION, INC. and 1725758 ONTARIO INC. d/b/a THE OPTICAL GROUP
United States Trademark Collateral Assignment • April 20th, 2010 • Emerging Vision Inc • Retail-retail stores, nec • New York

This UNITED STATES TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of March 31, 2010, by EMERGING VISION, INC., a New York corporation (“EV”), and 1725758 ONTARIO INC. d/b/a THE OPTICAL GROUP, a corporation formed in Ontario, Canada (“TOG” and EV and TOG are sometimes collectively referred to as the “Assignor”), each having an address at 520 Eighth Avenue, 23rd Floor, New York, New York 10018, to and in favor of MANUFACTURERS AND TRADERS TRUST COMPANY, a banking association, having an office at One M&T Plaza, Buffalo, New York 14240 (the “Secured Party”).

BUSINESS ACQUISITION AGREEMENT
Business Acquisition Agreement • July 5th, 2007 • Emerging Vision Inc • Retail-retail stores, nec • Ontario

This Business Acquisition Agreement (this “Agreement”) is made and entered into as of June 29th, 2007, by and among 1725758 Ontario Inc., d/b/a The Optical Group, a corporation governed under the laws of the Province of Ontario (“OG”), Corowl Optical Credit Services, Inc., a corporation governed under the laws of Canada (“COC”), Grant Osborne (hereinafter referred to as the “Shareholder”), an individual residing in the Province of Ontario, and OG Acquisition, Inc. (hereinafter referred to as the “Purchaser”), a New York corporation with offices located at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530. Hereinafter OG, COC, Shareholder and Purchaser may sometimes hereinafter collectively be referred to as the “Parties”, and individually as a “Party”.

CONTINUING GUARANTY
Emerging Vision Inc • April 20th, 2010 • Retail-retail stores, nec • New York
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