$451

Business Description

Essilor of America, Inc., a Delaware corporation, is an affiliate of Vision Source. Essilor of America, Inc. sells eyeglass lenses, lens coatings and related lab services to Vision Source franchisees, under the cooperative buying program, and to other eye care professionals throughout the United States and other countries around the world. Our principal business address is 23824 Highway 59 North, Kingwood, Texas 77339. Vision Source Management and VSH are at the same address. Essilor of America, Inc. and EOA Holding Co, Inc. have their principal place of business at 13555 N. Stemmons Freeway, Dallas, Texas 75234. Essilor International has its principal place of business at 147, rue de Paris 94220 Charenton-le-Pont, France. The names and addresses of our agents for service of process are stated in Exhibit A-2 to this disclosure document. FRANCHISE DISCLOSURE DOCUMENT - 2 - (REV. 03.01.2019 – CA) We promote the independent practice of optometry through a network of independently owned and operated optometric offices (“Network”) that consists of franchised optometric offices under a VISION SOURCE® franchise agreement and associate optometric offices under our associate membership program described below. We grant a franchise for an optometric office (“Office”) to participate in our franchise network (“VISION SOURCE® Network”). The franchise provides valuable benefits and services to optometrists who are members of the VISION SOURCE® Network, but does not provide a complete system for operating an optometry practice. We grant you the right, but not the obligation, to promote your practice as a “Member of the VISION SOURCE® Network” and to use some of our other trademarks and service marks “Marks”). We have a distinctive system for (i) facilitating the exchange of information on best practices among independent optometrists and optometric industry experts regarding the management, operation, and promotion of an optometric office; (ii) arranging for price reductions (including discounts and rebates) from vendors supplying optometric frames, lenses, and other products and related services based on the nationwide buying power of our Network; (iii) advertising, promotional and marketing programs, including the promotion and sale of prescription and non-prescription eyewear and related products and services; and (iv) offering programs relating to (i), (ii) and (iii) above. We refer to our distinctive methods, proprietary know-how, and trade secrets related to the Offices collectively as the “System.”

Prior Experience

From 1997 until May 20, 2010, TLC Vision Corporation (“TLC Vision”), a New Brunswick, Canada Corporation, through a chain of wholly-owned subsidiaries, owned a 51% equity interest in us. Effective May 20, 2010, as a result of the bankruptcy and plan of reorganization of TLC Vision mentioned in Item 4, Charlesbank Capital Partners, LLC and H.I.G. Capital, L.L.C., through a jointly-owned subsidiary, TLC Holdings, LLC (“TLC Holdings”), a Delaware limited liability company, acquired TLC Vision's 51% equity interest in us. Effective April 13, 2011, Brazos Equity Fund III, L.P. (“Brazos”), a Delaware limited partnership, through VSH Corporation (“VSH”), a Delaware corporation, acquired the 51% equity interest previously owned by TLC Holdings plus a portion of the equity interest held by the current management of Vision Source. Effective September 9, 2015, EOA Holding Co., Inc., a Delaware corporation, acquired 100% of the equity interest previously owned by Brazos and the management of Vision Source. EOA Holding Co, Inc. is a wholly owned subsidiary of Essilor International (Compagnie Generale d'Optique) S.A (“Essilor International”).

Business Offered

We promote the independent practice of optometry through a network of independently owned and operated optometric offices (“Network”) that consists of franchised optometric offices under a VISION SOURCE® franchise agreement and associate optometric offices under our associate membership program described below. We grant a franchise for an optometric office (“Office”) to participate in our franchise network (“VISION SOURCE® Network”). The franchise provides valuable benefits and services to optometrists who are members of the VISION SOURCE® Network, but does not provide a complete system for operating an optometry practice. We grant you the right, but not the obligation, to promote your practice as a “Member of the VISION SOURCE® Network” and to use some of our other trademarks and service marks “Marks”). We have a distinctive system for (i) facilitating the exchange of information on best practices among independent optometrists and optometric industry experts regarding the management, operation, and promotion of an optometric office; (ii) arranging for price reductions (including discounts and rebates) from vendors supplying optometric frames, lenses, and other products and related services based on the nationwide buying power of our Network; (iii) advertising, promotional and marketing programs, including the promotion and sale of prescription and non-prescription eyewear and related products and services; and (iv) offering programs relating to (i), (ii) and (iii) above. We refer to our distinctive methods, proprietary know-how, and trade secrets related to the Offices collectively as the “System.” Beginning in 2015, we implemented an associate membership program (“Associate Membership”) which would allow a qualified, independently owned and operated optometric office to be operated under an Associate Membership agreement as an associate member (“Associate Member”) of the Network and can utilize certain aspects of the System but with some important limitations. The Associate Membership agreement includes a provision that prohibits the Associate Member from use of the Marks in any manner, including but not limited to any inclusion of or reference to the Associate Member's office on any website or marketing materials that include any of the Marks. In addition, in all dealings with third parties (including, without limitation, employees, suppliers, patients, customers, and government authorities), the Associate Member will identify the Associate Member's office only with the Associate Member's own business name. The Associate Membership Agreement has an eighteen-month term. Although we refer to the Associate Membership program at various places in this disclosure document, this disclosure document is intended only for those who would become Vision Source franchisees. We have never operated a business of the type being franchised, but the founder and several members of our management are optometrists operating independent VISION SOURCE® Offices. We have no business other than granting franchises and assisting our franchisees and Associate Members. We have been offering these franchises since 1996. We have never offered franchises in any other line of business. On October 1, 2018, Essilor International completed a previously announced merger with Luxottica Group, the owner of the OAKLEY, LENSCRAFTERS, PEARLE VISION, SUNGLASS HUT, and APEX BY SUNGLASS HUT brands, as well as the online retailer Glasses.com and the EyeMed managed vision care network. Upon completion of the merger, Essilor International became a holding company with the new name “EssilorLuxottica”. Essilor International had already transferred its operating activities to a wholly-owned subsidiary in November 1, 2017. This subsidiary is taking over the “Essilor International” name. EssilorLuxottica is our ultimate parent company. EssilorLuxottica and new Essilor International have their principal place of business at 147, rue de Paris 94220 Charenton-le-Pont, France. FRANCHISE DISCLOSURE DOCUMENT - 3 - (REV. 03.01.2019 – CA) As a result of the merger, Vision Source became an affiliate of Luxottica Retail North America Inc. (“LRNA”), an Ohio corporation. LRNA's principal business address is 4000 Luxottica Place, Mason, Ohio 45040. LRNA has offered franchises for Pearle Vision® retail optical stores since May 1998. As of December 31, 2018, there were 385 franchised Pearle Vision® stores in the USA. Neither LRNA nor any other affiliates offer VISION SOURCE franchises

Initial Fees

There is no initial franchise fee. You do not have to make any other pre-opening payment to us or our affiliates.

Financing

We do not offer direct or indirect financing. We do not guaranty your note, lease or obligation.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a FRANCHISE DISCLOSURE DOCUMENT - 24 - (REV. 03.01.2019 – CA) franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to our management by contacting us at 23824 Highway 59 North, Kingwood, Texas 77339, Attn: General Counsel, or by email to [email protected], or by telephone (281) 318-7828, the Federal Trade Commission, and the appropriate state regulatory agencies.