REPRESENTATIONS AND WARRANTIES
OF PARENT AND MERGER SUB

Parent and Merger Sub represent and warrant to the Company that:

Section 4.01.          Organization and Qualification.  Parent is a corporation duly organized, validly existing and in good standing under the laws of Italy.  Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington.  Each of Parent and Merger Sub has the requisite corporate power and authority to own, operate

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or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, prevent or materially impair or delay the consummation of the Merger or the other transactions contemplated by this Agreement or Parent or Merger Sub from satisfying their respective obligations under this Agreement.

Section 4.02.          Authority Relative to this Agreement.  Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, the Founder Voting Agreement and the Founder Non-Competition Agreement (collectively, the “Transaction Agreements”), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance of the Transaction Agreements by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated thereby have been duly and validly authorized, approved and declared advisable by the Boards of Directors of Parent and Merger Sub, and approved by Luxottica U.S. Holdings Corp., a Delaware corporation and the sole shareholder of Merger Sub (the “Sole Shareholder”), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize or approve the Transaction Agreements or to consummate the transactions contemplated thereby (other than, with respect to the Merger, the filing of the Articles of Merger or other instruments as required by the WBCA).  Each of the Transaction Agreements has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery by the Company, constitutes a legally valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, (ii) general principles of equity and (iii) the remedies of specific performance and injunctive relief and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.