Luxottica Group, S.p.A. (LUX)

(a)       Except for the real property listed in Section 3.19(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any real property.

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(b)      Section 3.19(b) of the Company Disclosure Schedule lists all retail space leases in the United States to which the Company or any Subsidiary is a party as a lessee, and specifies (i) the store number, if applicable, (ii) the location of the real property, (iii) the name of the lessor, (iv) the remaining lease term with renewal options, if applicable, (v) whether the lessee’s obligations are guaranteed and, if so, by whom and (vi) whether the lessee or, to the knowledge of the Company, the lessor is currently in default pursuant to such lease.

(c)       Section 3.19(c) of the Company Disclosure Schedule lists leases for office space and distribution centers, each having an aggregate annual net rent of $500,000 or greater, to which the Company or any Subsidiary is a party as a lessee, and specifies (i) the location of the real property, (ii) the name of the lessor, (iii) the remaining lease term with renewal options, if applicable, (iv) the fixed rent for the remaining term, (v) whether the lessee’s obligations are guaranteed and, if so, by whom, (vi) whether the transactions contemplated by this Agreement require the consent of the lessor under such lease and (vii) whether the lessee or, to the knowledge of the Company, the lessor is currently in default pursuant to such lease.

(d)      With respect to each lease listed in Section 3.19(b) and Section 3.19(c) of the Company Disclosure Schedule: (i) the Company or one of its Subsidiaries is the tenant named under the lease and has a valid leasehold interest in each parcel of leased real property that is subject to the lease; and (ii) except as disclosed in such Section 3.19(b) or Section 3.19(c), neither the Company nor any of its Subsidiaries has assigned, sublet or encumbered any interest in the lease and, to the knowledge of the Company, there are no Liens thereon.

Section 3.20.          Labor Matters.  Except as set forth in Section 3.20 of the Company Disclosure Schedule, no employee of the Company or of any of its Subsidiaries is represented by any labor union, any collective bargaining organization or any labor organization in connection with such employee’s employment with the Company or any of its Subsidiaries.  Except as set forth in Section 3.20 of the Company Disclosure Schedule, to the knowledge of the Company, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and, to the knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation or certification proceeding pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority.  Neither the Company nor any of its Subsidiaries has experienced any actual or, to the knowledge of the Company, threatened employee lockouts, strikes, material work stoppages, or material slowdowns within the two-year period immediately prior to the date of this Agreement.  Section 3.20 of the Company Disclosure Schedule lists all employment agreements or consulting agreements covering employees or individual consultants of the Company or any of its Subsidiaries in connection with their employment or consultancy with the Company or any of its Subsidiaries that provide for annual salaries or annual consulting fees of more than $150,000 for any employee or consultant working in the United States or $200,000 for any employee or consultant working outside the United States.  To the Company’s knowledge, neither the Company nor any of its Subsidiaries has been subject to any wage and hour investigation or complaint by any Governmental Entity nor is any such investigation or complaint pending or threatened that, if adversely determined, would reasonably be expected to result, after the date of this Agreement, in the creation of any liability

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