Common use of Allocation of Selling Stockholder Shares Clause in Contracts

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares being sold to such Underwriter shall not include any shares of Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock attributable to such client being intended by such Selling Stockholder to be allocated solely to Underwriters not affiliated with such client). Very truly yours, FACEBOOK, INC. By: Name: Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: SCHEDULE I Selling Stockholder Number of Firm Shares To Be Sold Number of Additional Shares To be Sold Xxxx Xxxxxxxxxx(1) [NAMES OF SELLING STOCKHOLDERS] Total:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKAcademy Sports and Outdoors, INC. Inc. By: Name: Title: [Signature Page to Underwriting Agreement] The Founding Very truly yours, On behalf of the Xxxxxxx Selling Stockholder named in Schedule I hereto Stockholders: By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact Name: [Signature Page to Underwriting Agreement●] Accepted Very truly yours, ALLSTAR LLC By: Name: Title: ALLSTAR CO-INVEST BLOCKER L.P. By: Allstar Co-Invest GP LLC, its general partner By: Name: Title: KKR 2006 ALLSTAR BLOCKER L.P. By: KKR 2006 AIV GP LLC, its general partner By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. first above written. Credit Suisse Securities (USA) LLC Deutsche Bank X.X. Xxxxxx Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC By: Name: Title: By: X.X. Xxxxxx Securities LLC By: Name: Title: For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I Selling Stockholder I(A) Underwriters Number of Firm Underwritten Securities to be Purchased Number of Option Securities to be Purchased Credit Suisse Securities (USA) LLC [ ● ] [ ● ] X.X. Xxxxxx Securities LLC [ ● ] [ ● ] KKR Capital Markets LLC [ ● ] [ ● ] BofA Securities, Inc. [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] Total [ ● ] [ ● ] SCHEDULE I(B) Selling Stockholders Number of Underwritten Shares To Be to be Sold Number of Additional Option Shares To to be Sold Allstar LLC [ ● ] [ ● ] Allstar Co-Invest Blocker L.P. [ ● ] [ ● ] KKR 2006 Allstar Blocker L.P. [ ● ] [ ● ] MSI 2011 LLC [ ● ] [ ● ] MG Family Limited Partnership [ ● ] [ ● ] Total [ ● ] [ ● ] SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package • None. Pricing information provided orally by Underwriters • Number of Underwritten Securities: [ ● ] shares of Common Stock • Number of Option Securities: [ ● ] shares of Common Stock • Price: $[ ● ] per share • The number of Repurchase Securities is [ ● ] shares of Common Stock to be purchased at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders. SCHEDULE III Significant Subsidiaries of the Company ACADEMY, LTD Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of ACADEMY SPORTS AND OUTDOORS, INC.] Academy Sports and Outdoors, Inc. Public Offering of Common Stock [ ● ], 2021 Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 c/o X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx(100000 Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholders”) and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 45 days after the date of the Underwriting Agreement (the “lock-up period”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Underwriting Agreement. The foregoing restrictions shall not apply: (i) to the sale of the undersigned’s Shares pursuant to the Underwriting Agreement, as applicable; (ii) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member; (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned; (iv) if the undersigned is a trust, to transfers to the beneficiary of such trust; (v) to transfers to any investment fund or other entity that controls or manages, or is controlled or managed by, or is under common control or management with, the undersigned; (vi) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) through (v); (vii) to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Shares or the vesting of any restricted stock awards or the settlement of any restricted stock units granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, where any Shares received by the undersigned upon any such exercise, vesting or settlement will be subject to the terms of this lock-up agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any restricted stock awards or the settlement of any restricted stock units granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such exercise, vesting or settlement will be subject to the terms of this lock-up agreement; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares was solely to the Company; (viii) to transfers pursuant to an order of a court or regulatory agency (for purposes of this Letter Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, that such transfer is pursuant to an order of a court or regulatory agency; (ix) to transfers of Shares or Related Securities to the Company pursuant to the call or put provisions of existing employment agreements and equity grant documents; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or Related Securities was solely to the Company; Provided, further, that: A. in the case of any transfer or distribution pursuant to clauses (ii) through (vi) above, it shall be a condition to such transfer that each transferee executes and delivers to Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC an agreement in form and substance satisfactory to Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this Letter Agreement and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities restricted under this Letter Agreement except in accordance with this Letter Agreement (as if such transferee had been an original signatory hereto); and B. in the case of any transfer or distribution pursuant to clauses (ii) through (vi), (x) and (xiii) above, prior to the expiration of the lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those required pursuant to Section 13), or other public announcement reporting a reduction in beneficial ownership of Shares shall be required or shall be made voluntarily in connection with such transfer or distribution. Notwithstanding anything to the contrary in this agreement, the restrictions set forth in this Letter Agreement shall not apply to the exercise of any right with respect to a registration of any Shares or Related Securities; provided that no transfer of the undersigned’s Shares or Related Securities proposed to be registered pursuant to the exercise of such rights under this paragraph shall occur, and no registration statement shall be publicly filed or announced, during the lock-up period. In addition, the undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares or Related Securities except in compliance with the foregoing restrictions. For the avoidance of doubt, if the undersigned is a director or officer of the Company nothing in this lock-up agreement shall prevent such director or officer from discharging his or her fiduciary obligations owed to the Company during the lock-up period. The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date, the agreement set forth above shall likewise be terminated. Yours very truly, [NAMES OF SELLING STOCKHOLDERSSignature of officer, director or stockholder] Total:[Name and address of officer, director or stockholder] List of Lock-Up Parties EXHIBIT A-1 Form of Waiver of Lock-Up ADDENDUM Academy Sports and Outdoors, Inc. Public Offering of Common Stock [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”) of [ ● ] shares of Common Stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [ ● ], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ● ], 20[ ● ], with respect to [ ● ] shares of Common Stock (the “Shares”). Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ ● ], 20[ ● ]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC cc: Company Form of STB Opinion and Negative Assurance Letter EXHIBIT B [See Attached] Form of General Counsel Opinion EXHIBIT C

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKXxxxxxx Denver Holdings, INC. Inc. By: Name: Xxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Vice President, General Counsel, Chief Compliance Officer and Secretary Very truly yours, KKR RENAISSANCE AGGREGATOR L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoKKR Renaissance Aggregator GP LLC, acting severally its general partner By: Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President On behalf of the Management Selling Stockholders: By: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Xxxxxx Xxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx Sachs & Co. LLC By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I Selling Stockholder I(A) Underwriters Number of Firm Shares To Be Sold Underwritten Securities to be Purchased [ ● ] [ ● ] Total [ ● ] SCHEDULE I(B) Selling Stockholders2 Number of Additional Shares to be Sold KKR Renaissance Aggregator L.P. [ ● ] [Individual names to be added] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] Total [ ● ] 2 To be Sold confirmed. SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Additional Documents Incorporated by Reference · Xxxxxxx Denver’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed February 16, 2018 · Xxxxxxx Denver’s Current Reports on Form 8-K filed on January 8, 2018 (Item 5.02 only) and February 13, 2018 (Item 5.02 only) · the description of Xxxxxxx Denver’s common stock contained in the Registration Statement on Form 8-A filed on May 12, 2017, including any amendments or reports filed for the purposes of updating such description · Xxxxxxx Denver’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (the ‘‘Quarterly Report”) filed April 27, 2018 Pricing information provided orally by Underwriters · Number of Underwritten Securities: [ ● ] shares of Common Stock · Number of Option Securities: [ ● ] shares of Common Stock · Price: $[ ● ] per share SCHEDULE III Significant Subsidiaries of the Company · Xxxxxxx Denver, Inc. · Petroleum Pumps, LLC. · GD International, Inc. · GD Global Holdings CV · GD Global Holdings UK II Ltd · GD Global Holdings I Sarl (Lux) · GD Global Holdings II Sarl (Lux) · Xxxxxxx Denver Deutschland GmbH · Xxxxxx Industries Inc. · Xxxxxxx Denver Xxxxxx, Inc. EXHIBIT A Form of Lock-Up Agreement KKR Renaissance Aggregator L.P. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxxxxxx(1Xxxxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxxx ADDENDUM Form of Waiver of Lock-Up Xxxxxxx Denver Holdings, Inc. Public Offering of Common Stock [●], 20[●] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Xxxxxxx Denver Holdings, Inc. (the “Company”) of [ ● ] shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [NAMES OF SELLING STOCKHOLDERS●], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] Total:[release] dated [●], 20[●], with respect to [●] shares of Common Stock (the “Shares”). Xxxxxxx Sachs & Co. LLC and Citigroup Global Markets Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●].] Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. cc: Company EXHIBIT C Form of STB Opinion as Counsel for the Company and the Selling Stockholders EXHIBIT C-1 Form of STB Negative Assurance Letter as Counsel for the Company and Selling Stockholders EXHIBIT D Form of General Counsel Opinion of the Company

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholders and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx X. Xxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Executive Vice President & Chief Financial Officer Buck Holdings, L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally LLC, its General Partner By: /s/ Xxx Xxxxxxx Name: As AttorneyXxx Xxxxxxx Title: Vice President Xxxxxxxxx Xxxxxxxx, as attorney-in-fact for the Selling Stockholders listed on Schedule II other than Buck Holdings, L.P. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Attorney-In-Fact [Signature Page to Underwriting Agreement] Accepted The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays KKR Capital Inc. Xxxxx & Company Markets LLC By: Citigroup Global Markets Inc. Credit Suisse Securities (USA) By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President By: KKR Capital Markets LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director For themselves and the other several Underwriters named in Schedule II hereto ByI to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 12,000,000 Xxxxxxx, Xxxxx & Co. 12,000,000 KKR Capital Markets LLC 12,000,000 Total 36,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package: Free Writing Prospectus, dated September 27, 2012 SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, III Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2012 Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. KKR Capital Markets LLC ByAs Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Name: Title: SCHEDULE I Selling Stockholder Number This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Dollar General Corporation, a Tennessee corporation (the “Company”), and each of Firm Shares To Be Sold Number you as representatives of Additional Shares To a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be Sold Xxxx Xxxxxxxxxx(1expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) [NAMES OF SELLING STOCKHOLDERS] Total:by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards or restricted stock units in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards or restricted stock units; (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; or (d) if the undersigned is entitled to or is granted piggyback registration rights under the Management Stockholder’s Agreements described in the Prospectus and it is publicly announced that the Company will become included as part of the S&P 500 index and the undersigned exercises such piggyback rights in connection with any related secondary offering, transfers of shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, in each case, in connection with such S&P 500 index inclusion;(2) provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC if the undersigned or the recipient is required to, or intends to

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKXxxxxxx Denver Holdings, INC. Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Vice President, General Counsel, Chief Compliance Officer and Secretary Very truly yours, KKR RENAISSANCE AGGREGATOR L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoKKR Renaissance Aggregator GP LLC, acting severally its general partner By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President EXECUTION VERSION On behalf of the Management Selling Stockholders: By: /s/ Xxxxxx Xxxxxxx As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Xxxxxx Xxxxxxx EXECUTION VERSION The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. By: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Sachs & Co. LLC 4,646,399 Citigroup Global Markets Inc. 4,513,645 KKR Capital Markets LLC 4,513,645 Xxxxx Xxxxxxx & Co. 2,655,085 UBS Securities LLC 1,593,051 Xxxxxx X. Xxxxx & Co. Incorporated 1,194,788 Credit Suisse Securities (USA) LLC Inc. 1,194,788 Deutsche Bank Securities Inc. RBC 1,194,788 Xxxxxxxx Xxxxx Capital, Inc. 1,194,788 X.X. Xxxxxx Securities LLC 1,194,788 Xxxxxxx Xxxxx & Company, L.L.C.. 1,194,788 Xxxxxx, Xxxxxxxx & Company, Incorporated 398,263 Credit Agricole Securities (USA) Inc. 265,509 HSBC Securities (USA) Inc. 265,509 Macquarie Capital Markets(USA) Inc. 265,509 Mizuho Securities USA LLC 265,508 Total 26,550,851 SCHEDULE I(B) Selling Stockholders Number of Shares to be Sold KKR Renaissance Aggregator L.P. 26,453,437 Guillem Xxxxxx Torrents 1,500 Xxxxxxxx Xxxxxxxxx 1,347 Xxxx Xxxxxx 10,000 Xxxxxx Xxxxx 9,217 Xxxxx Xxxxxxx 2,863 Xxxxxx Xxxxxxx Xxxxxx 2,865 Xxxxxxx Xxxxx 1,000 Xxxx Xxxxxx 15,957 Xxxxxx Xxxxxxx 2,709 Xxxx Xxxxxxx 2,000 Xxxxxx Xxxxxxx 6,000 Xxxxxxxx Xxxxxx 3,042 Laurent Lajeunie 1,354 Xxxxxxxx Xxxxx 1,154 Xxxx XxXxxxx 2,147 Nemanja Mijic 6,705 Xxxxx Xx 769 Xxxx Xxxxxxx 1,449 Xxxx Xxxxxx 1,855 Xxxxx Xxxxxxx 1,224 Xxxx Xxxxx 22,257 Total 26,550,851 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Additional Documents Incorporated by Reference · Xxxxxxx Denver’s Annual Report on Form 10-K for the year ended December 31, LLC 2017 (the “Annual Report”) filed February 16, 2018 · Xxxxxxx Denver’s Current Reports on Form 8-K filed on January 8, 2018 (Item 5.02 only) and February 13, 2018 (Item 5.02 only) · the description of Xxxxxxx Denver’s common stock contained in the Registration Statement on Form 8-A filed on May 12, 2017, including any amendments or reports filed for the purposes of updating such description · Xxxxxxx Denver’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (the “Quarterly Report”) filed April 27, 2018 Pricing information provided orally by Underwriters · Number of Underwritten Securities: 26,550,851 shares of Common Stock · Number of Option Securities: 3,982,627 shares of Common Stock · Price: $31.00 per share SCHEDULE III Significant Subsidiaries of the Company · Xxxxxxx Denver, Inc. · Petroleum Pumps, LLC. · GD International, Inc. · GD Global Holdings CV · GD Global Holdings UK II Ltd · GD Global Holdings I Sarl (Lux) · GD Global Holdings II Sarl (Lux) · Xxxxxxx Denver Deutschland GmbH · Xxxxxx Industries Inc. · Xxxxxxx Denver Xxxxxx, Inc. Form of Lock-Up Agreement EXHIBIT A KKR Renaissance Aggregator L.P. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx Fargo SecuritiesX. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxxx ADDENDUM Form of Waiver of Lock-up Xxxxxxx Denver Holdings, LLC Acting severally on behalf Inc. Public Offering of themselves Common Stock [●], 20[●] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Xxxxxxx Denver Holdings, Inc. (the “Company”) of [ ˜ ] shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the several Underwriters named lock-up letter dated [●], 2018 (the “Lock-up Letter”), executed by you in Schedule II hereto By: Xxxxxx connection with such offering, and your request for a [waiver] [release] dated [●], 20[●], with respect to [●] shares of Common Stock (the “Shares”). Xxxxxxx Sachs & Co. LLC Byand Citigroup Global Markets Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●].] Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. cc: Name: Title: SCHEDULE I Company EXHIBIT C Form of STB Opinion as Counsel for the Company and the Selling Stockholder Number Stockholders EXHIBIT C-1 Form of Firm Shares To Be Sold Number STB Negative Assurance Letter as Counsel for the Company and Selling Stockholders EXHIBIT D Form of Additional Shares To be Sold Xxxx Xxxxxxxxxx(1) [NAMES OF SELLING STOCKHOLDERS] Total:General Counsel Opinion of the Company

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKNational Vision Holdings, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel and Secretary Very truly yours, The Management Selling Stockholder /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Very truly yours, KKR VISION AGGREGATOR L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoKKR Vision Aggregator GP LLC, acting severally its general partner By: /s/ Xxxx Xxxxxx Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Xxxx Xxxxxx Title: Vice President Very truly yours, BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its general partner By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS III LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx Sachs & Co. LLC X.X. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX, 00000 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Securities LLC Xxxxxxx, to be Purchased Xxxxxxx Xxxxx & Co. LLC 6,250,000 Citigroup Global Markets Inc. 6,250,000 Total 12,500,000 SCHEDULE I(B) Selling Stockholders Number of Shares to be Sold KKR Vision Aggregator L.P. 10,054,259 Berkshire Fund VI, Limited Partnership 2,308,947 Berkshire Investors LLC 29,999 Berkshire Investors III LLC 12,219 Xxxxxxxx Xxxxxxx Xxxxx94,576 Total 12,500,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package • None Additional Documents Incorporated by Reference (other than any portions thereof, Xxxxxxwhich under the Exchange Act and applicable SEC rules, Xxxxxx & Xxxxx Incorporated Barclays Capital are not deemed “filed”) • The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 filed March 8, 2018. • The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 29, 2018 (together, the “Quarterly Reports”) filed May 15, 2018, August 14, 2018 and November 13, 2018, respectively. • The Company’s Current Reports on Form 8-K filed on January 23, 2018, March 19, 2018, June 7, 2018, July 30, 2018, September 10, 2018 and October 9, 2018. • The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed on October 24, 2017, including any amendments or reports filed for the purposes of updating such description Pricing information provided orally by Underwriters • Number of Securities: 12,500,000 shares of Common Stock • Price: $40.50 per share SCHEDULE III Significant Subsidiaries of the Company National Vision, Inc. Nautilus Acquisition Holdings, Inc. Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of National Vision Holdings, Inc.] National Vision Holdings, Inc. Public Offering of Common Stock November 14, 2018 Xxxxxxx Xxxxx & Company Co. LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf As Representatives of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx c/o Goldman Sachs & Co. LLC By000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: NameThis letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among National Vision Holdings, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholders”) and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc. offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 30 days after the date of the Underwriting Agreement. The foregoing restrictions shall not apply: Title(i) to the sale of the undersigned’s Shares pursuant to the Underwriting Agreement, as applicable; (ii) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member; (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned; (iv) if the undersigned is a trust, to transfers to the beneficiary of such trust; (v) to transfers to any investment fund or other entity controlled or managed by the undersigned; (vi) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) through (v); (vii) to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements (including to non-employee directors under the 2014 Stock Incentive Plan and the 2017 Omnibus Incentive Plan) described in or filed as an exhibit to the registration statement with respect to the Offering, where any Shares received by the undersigned upon any such exercise will be subject to the terms of this lock-up agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such exercise or vesting will be subject to the terms of this lock-up agreement; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares was solely to the Company; (viii) to transfers pursuant to an order of a court or regulatory agency (for purposes of this Letter Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, that such transfer is pursuant to an order of a court or regulatory agency; (ix) to transfers of Shares or Related Securities to the Company pursuant to the call or put provisions of existing employment agreements and equity grant documents; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or Related Securities was solely to the Company; (x) to transfers from an executive officer or his or her estate to the Company upon death, disability or termination of employment, in each case, of such executive officer; (xi) to transfers of Shares acquired in the Offering or in open-market transactions after the completion of the Offering; (xii) to transfers in response to a bona fide third party tender offer, merger, consolidation or other similar transaction made to or with all holders of Securities involving a “change of control” (as defined below) of the Company occurring after the consummation of the Offering, that has been approved by the board of directors of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject to the terms of this agreement. For purposes of this clause (xi), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company; (xiii) to entry into a written plan meeting the requirements of Rule 10b5-l under the Exchange Act for the transfer of Shares or Related Securities that does not in any case provide for the transfer of Shares or Related Securities during the lock-up period; or to the transfer of Shares or Related Securities pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act. Provided, further, that: SCHEDULE I Selling Stockholder Number A. in the case of Firm any transfer or distribution pursuant to clauses (ii) through (vi) above, it shall be a condition to such transfer that each transferee executes and delivers to Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc. an agreement in form and substance satisfactory to Xxxxxxx Sachs & Co. LLC and Citigroup Global Markets Inc. stating that such transferee is receiving and holding such Shares To Be Sold Number and/or Related Securities subject to the provisions of Additional this letter agreement and agrees not to sell or offer to sell such Shares To and/or Related Securities, engage in any swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); B. in the case of any transfer or distribution pursuant to clauses (ii) through (vi), (xi), (xii) and (xiii) above, prior to the expiration of the lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those required pursuant to Section 13), or other public announcement reporting a reduction in beneficial ownership of Shares shall be Sold required or shall be made voluntarily in connection with such transfer or distribution. For the avoidance of doubt, if the undersigned is a director or officer of the Company nothing in this lock-up agreement shall prevent such director or officer from discharging his or her fiduciary obligations owed to the Company during the lock-up period. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or stockholder] [Name and address of officer, director or stockholder] List of Lock-Up Parties EXHIBIT A-1 L. Xxxxx Xxxx Xxxxxxxxxx(1) [NAMES OF SELLING STOCKHOLDERS] Total:The Xxxxxxx Xxxxx Xxxx 2015 GST Trust Xxxxx Gernburd Xxxxxxxx Xxxxxx

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholders and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Executive Vice President and Chief Financial Officer Buck Holdings, L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally LLC, its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: As AttorneyXxxxxxx X. Xxxxxxx Title: Manager Xxxxxxxxx Xxxxxxxx, as attorney-in-fact for the Selling Stockholders listed on Schedule II other than Buck Holdings, L.P. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Attorney-In-Fact [Signature Page to Underwriting Agreement] Accepted The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. KKR Capital Markets LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) By: KKR Capital Markets LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: CFO For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 5,720,000 Xxxxxxx, Xxxxx & Co. 5,720,000 KKR Capital Markets LLC 5,200,000 Xxxxxxx XxxxxLynch, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated 2,600,000 X.X. Xxxxxx Securities Inc. 2,600,000 Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC 1,300,000 Xxxxx Fargo Securities, LLC Acting severally on behalf 1,300,000 Xxxxxxx X. Xxxxxxxxx & Co., LLC 520,000 Deutsche Bank Securities Inc. 520,000 HSBC Securities (USA) Inc. 520,000 Total 26,000,000 SCHEDULE III Schedule of themselves Free Writing Prospectuses included in the Disclosure Package: N/A SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, III Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2010 Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. KKR Capital Markets LLC Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Dollar General Corporation, a Tennessee corporation (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the several other Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards; or (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC By: Name: Title: SCHEDULE I Selling Stockholder Number if the undersigned or the recipient is required to, or intends to voluntarily, file a report under Section 16 of Firm Shares the Exchange Act, reporting a reduction in beneficial ownership of Common Stock during the 90-day period referred to above. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote than a first cousin. To Be Sold Number the extent that NASD Conduct Rule 2711(f)(4) of Additional Shares To the Financial Industry Regulatory Authority, Inc. (“FINRA”) or Rule 472(f)(4) of the New York Stock Exchange remains in effect or a successor rule or regulation of FINRA or the New York Stock Exchange would otherwise restrict any Underwriter from publishing or otherwise distributing a research report or making a public appearance concerning the Company in connection with the expiration of the 90-day restricted period (without giving effect to any exception thereof), if (i) the Company issues an earnings release or announces material news or a material event, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 15-day period following the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event, unless each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the lock-up period and agrees that any such notice properly delivered will be Sold Xxxx Xxxxxxxxxx(1deemed to have given to, and received by, the undersigned. [Notwithstanding anything herein to the contrary, (i) the undersigned and its affiliates (including, to the extent applicable, Xxxxxxx, Xxxxx & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates, Citigroup Global Markets Inc. and its affiliates and KKR Capital Markets LLC and its affiliates) may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business and (ii) to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates and Citigroup Global Markets Inc. and its affiliates may engage in brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.](2) [NAMES OF SELLING STOCKHOLDERS] Total:Notwithstanding anything herein to the contrary, to the extent KKR Capital Markets LLC or its affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, KKR Capital Markets LLC and its affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](3)

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKNational Vision Holdings, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Senior Vice President, General Counsel and Secretary Very truly yours, On behalf of the Management Selling Stockholder named in Schedule I hereto Stockholders: By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: /s/ Xxxxxxxx Xxxxxxx As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Xxxxxxxx Xxxxxxx Very truly yours, KKR VISION AGGREGATOR L.P. By: KKR Vision Aggregator GP LLC, its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Very truly yours, BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its general partner By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Managing Director BERKSHIRE INVESTORS LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Managing Director BERKSHIRE INVESTORS III LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date hereof first above written. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: Xxxxxxxxx LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,040,000 Citigroup Global Markets Inc. 2,040,000 Xxxxxxx Sachs & Co. LLC 2,040,000 KKR Capital Markets LLC 2,040,000 Xxxxxxxxx LLC 720,000 Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx 720,000 UBS Securities LLC Xxxxxxx720,000 Xxxxx Fargo Securities, LLC 720,000 Guggenheim Securities, LLC 360,000 Mizuho Securities USA LLC 360,000 Macquarie Capital (USA) Inc. 240,000 Total 12,000,000 SCHEDULE I(B) Selling Stockholders Number of Shares to be Sold KKR Vision Aggregator L.P. 9,632,145 Berkshire Fund VI, Limited Partnership 2,213,077 Berkshire Investors LLC 28,753 Berkshire Investors III LLC 11,712 Xxxx Xxxxxx 37,499 Xxxxxxx Xxxxx & Co. 14,152 Xxxxxxxx Xxxxxxx Xxxxx47,775 Xxxx Xxxxxx 14,887 Total 12,000,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Additional Documents Incorporated by Reference · The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, Xxxxxx2017 filed March 8, 2018 Pricing information provided orally by Underwriters · Number of Underwritten Securities: 12,000,000 shares of Common Stock · Number of Option Securities: 1,800,000 shares of Common Stock · Price: $33.00 per share SCHEDULE III Significant Subsidiaries of the Company National Vision, Inc. Nautilus Acquisition Holdings, Inc. Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of National Vision Holdings, Inc.] National Vision Holdings, Inc. Public Offering of Common Stock [ ● ], 2018 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx Sachs & Co. LLC ByAs Representatives of the several Underwriters, c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Name: Title: SCHEDULE I This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among National Vision Holdings, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholder Number Stockholders”) and each of Firm Shares To Be Sold Number you as representatives of Additional Shares To a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of any two of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Xxxxxxx Sachs & Co. LLC offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be Sold Xxxx Xxxxxxxxxx(1expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) [NAMES OF SELLING STOCKHOLDERS] Totalby the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 90 days after the date of the Underwriting Agreement. The foregoing restrictions shall not apply:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKNational Vision Holdings, INC. Inc. By: Name: Xxxxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Senior Vice President, General Counsel and Secretary Very truly yours, On behalf of the Management Selling Stockholder named in Schedule I hereto Stockholders: By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Very truly yours, KKR VISION AGGREGATOR L.P. By: KKR Vision Aggregator GP LLC, its general partner By: Name: Xxxx Xxxxxx Title: Vice President Very truly yours, BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its general partner By: Name: D. Xxxxxxxx Xxxxxx Title: Managing Director BERKSHIRE INVESTORS LLC By: By: Name: D. Xxxxxxxx Xxxxxx Title: Managing Director BERKSHIRE INVESTORS III LLC By: By: Name: D. Xxxxxxxx Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC XxxxxxxLynch, Xxxxx & Co. Xxxxxxx Xxxxx, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) Xxxxxxx Sachs & Co. LLC Deutsche Bank Securities Inc. RBC Capital Markets, Xxxxxxxxx LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: By: Xxxxxxx Sachs & Co. LLC By: Name: Title: By: Xxxxxxxxx LLC By: Name: Title: For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I Selling Stockholder I(A) Underwriters Number of Firm Shares To Be Sold Underwritten Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ● ] Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC KKR Capital Markets LLC [ ● ] Total [ ● ] 37 SCHEDULE I(B) Selling Stockholders Number of Additional Shares To to be Sold KKR Vision Aggregator L.P. [ ● ] Berkshire Fund VI, Limited Partnership [ ● ] Berkshire Investors LLC [ ● ] Berkshire Investors III LLC [ ● ] Xxxx Xxxxxxxxxx(1Xxxxxx [ ● ] Xxxxxxx Xxxxx [ ● ] Xxxxxxxx Xxxxxxx [ ● ] Xxxx Xxxxxx [ ● ] Total [ ● ] SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Additional Documents Incorporated by Reference · The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 filed March 8, 2018 Pricing information provided orally by Underwriters · Number of Underwritten Securities: [ ● ] shares of Common Stock · Number of Option Securities: [ ● ] shares of Common Stock · Price: $[ ● ] per share SCHEDULE III Significant Subsidiaries of the Company National Vision, Inc. Nautilus Acquisition Holdings, Inc. Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of National Vision Holdings, Inc.] National Vision Holdings, Inc. Public Offering of Common Stock [ ● ], 2018 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC As Representatives of the several Underwriters, c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among National Vision Holdings, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) [NAMES OF SELLING STOCKHOLDERS] Totalthereto (collectively, the “Selling Stockholders”) and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of any two of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Xxxxxxx, Sachs & Co. LLC offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 90 days after the date of the Underwriting Agreement. The foregoing restrictions shall not apply:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholders and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Executive Vice President and Chief Financial Officer Buck Holdings, L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally LLC, its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: As AttorneyXxxxxxx X. Xxxxxxx Title: Manager Xxxxxxxxx Xxxxxxxx, as attorney-in-fact for the Selling Stockholders listed on Schedule II other than Buck Holdings, L.P. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Attorney-In-Fact [Signature Page to Underwriting Agreement] Accepted The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. KKR Capital Markets LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) By: KKR Capital Markets LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: CFO For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 5,666,667 Xxxxxxx, Xxxxx & Co. 5,666,667 KKR Capital Markets LLC 5,666,666 Xxxxxxx XxxxxLynch, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated 2,500,000 X.X. Xxxxxx Securities LLC 2,500,000 Barclays Capital Inc. 1,250,000 Xxxxxxx X. Xxxxxxxxx & Co., LLC 500,000 China International Capital Corporation Hong Kong Securities Limited 500,000 Deutsche Bank Securities Inc. 500,000 HSBC Securities (USA) Inc. 250,000 Total 25,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package: None. SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx & Company LLC Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, III Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2010 Citigroup Global Markets Inc. Credit Suisse Xxxxxxx, Sachs & Co. KKR Capital Markets LLC Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (USA) LLC Deutsche Bank Securities Inc. RBC Capital Marketsthe “Underwriting Agreement”), LLC Xxxxx Fargo Securitiesbetween Dollar General Corporation, LLC Acting severally on behalf a Tennessee corporation (the “Company”), and each of themselves you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the several other Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards; or (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC By: Name: Title: SCHEDULE I Selling Stockholder Number if the undersigned or the recipient is required to, or intends to voluntarily, file a report under Section 16 of Firm Shares the Exchange Act, reporting a reduction in beneficial ownership of Common Stock during the 90-day period referred to above. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote than a first cousin. To Be Sold Number the extent that NASD Conduct Rule 2711(f)(4) of Additional Shares To the Financial Industry Regulatory Authority, Inc. (“FINRA”) or Rule 472(f)(4) of the New York Stock Exchange remains in effect or a successor rule or regulation of FINRA or the New York Stock Exchange would otherwise restrict any Underwriter from publishing or otherwise distributing a research report or making a public appearance concerning the Company in connection with the expiration of the 90-day restricted period (without giving effect to any exception thereof), if (i) the Company issues an earnings release or announces material news or a material event, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 15-day period following the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event, unless each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the lock-up period and agrees that any such notice properly delivered will be Sold Xxxx Xxxxxxxxxx(1deemed to have given to, and received by, the undersigned. [Notwithstanding anything herein to the contrary, (i) the undersigned and its affiliates (including, to the extent applicable, Xxxxxxx, Xxxxx & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates, Citigroup Global Markets Inc. and its affiliates and KKR Capital Markets LLC and its affiliates) may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business and (ii) to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates and Citigroup Global Markets Inc. and its affiliates may engage in brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.](2) [NAMES OF SELLING STOCKHOLDERS] Total:Notwithstanding anything herein to the contrary, to the extent KKR Capital Markets LLC or its affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, KKR Capital Markets LLC and its affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](3)

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKXxxxxxx Denver Holdings, INC. Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Vice President, General Counsel, Chief Compliance Officer and Secretary Very truly yours, KKR RENAISSANCE AGGREGATOR L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoKKR Renaissance Aggregator GP LLC, acting severally its general partner By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President On behalf of the Management Selling Stockholders: By /s/ Xxxxxx Xxxxxxx As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Xxxxxx Xxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. By: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Sachs & Co. LLC 3,850,000 KKR Capital Markets LLC 3,740,000 Citigroup Global Markets Inc. 3,740,000 Xxxxx Xxxxxxx & Co. 2,200,000 Credit Suisse Securities (USA) LLC Inc. 990,000 Deutsche Bank Securities Inc. RBC Capital Markets990,000 Xxxxxx X. Xxxxx & Co. Incorporated 990,000 X.X. Xxxxxx Securities LLC 990,000 Xxxxxxx Xxxxx & Company, LLC L.L.C. 990,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 990,000 Xxxxxxxx Xxxxx Fargo SecuritiesCapital, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Inc. 990,000 Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: 660,000 HSBC Securities (USA) Inc. 220,000 Macquarie Capital (USA) Inc. 220,000 Mizuho Securities USA LLC 220,000 Credit Agricole Securities (USA) Inc. 220,000 Total 22,000,000 SCHEDULE I I(B) Selling Stockholder Stockholders Number of Firm Shares To Be Sharesto be Sold KKR Renaissance Aggregator L.P. 21,950,880 Xxxxxxx, Xxxxxx 854 Heikamp, Gerd 1,153 Xxxxxxxx, Xxx 3,723 Xxxxxxx, Xxxxxxxx 769 Lajeunie, Laurent 428 Xxxx, Xxxxxxx 8,590 Xxxxxx, Xxxxxx 3,600 Xxxx, Xxxxxx 600 Xxxxx, Xxxxx 769 Xxxxx, Xxxxxx 2,346 Traussnigg, Otwin 9,440 Xxxx Xxxxx Family Trust DTD 8/11/2011 15,624 Xxxxx, Xxxxxxx 1,224 Total 22,000,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Pricing information provided orally by Underwriters · Number of Additional Shares To be Sold Underwritten Securities: 22,000,000 shares of Common Stock · Number of Option Securities: 3,300,000 shares of Common Stock · Price: $27.25 per share SCHEDULE III Significant Subsidiaries of the Company · Xxxxxxx Denver, Inc. · Petroleum Pumps, LLC. · GD International, Inc. · GD Global Holdings CV · GD Global Holdings UK II Ltd · GD Global Holdings I Sarl (Lux) · GD Global Holdings II Sarl (Lux) · Xxxxxxx Denver Deutschland GmbH · Xxxxxx Industries Inc. · Xxxxxxx Denver Xxxxxx, Inc. Form of Lock-Up Agreement EXHIBIT A KKR Renaissance Aggregator L.P. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxxxxxx(1Xxxxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxxxxx Form of Waiver of Lock-p ADDENDUM Xxxxxxx Denver Holdings, Inc. Public Offering of Common Stock [●], 20[●] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Xxxxxxx Denver Holdings, Inc. (the “Company”) of [ ● ] shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [NAMES OF SELLING STOCKHOLDERS●], 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] Total:[release] dated [●], 20[●], with respect to [●] shares of Common Stock (the “Shares”). Xxxxxxx Sachs & Co. LLC and Citigroup Global Markets Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●].] Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. cc: Company EXHIBIT C Form of STB Opinion as Counsel for the Company and the Selling Stockholders EXHIBIT C-1 Form of STB Negative Assurance Letter as Counsel for the Company and Selling Stockholders EXHIBIT D

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholders and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Executive Vice President and Chief Financial Officer Buck Holdings, L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally LLC, its General Partner By: /s/ Xxx Xxxxxxx Name: As AttorneyXxx Xxxxxxx Title: Authorized Person Xxxxxxxxx Xxxxxxxx, as attorney-in-fact for the Selling Stockholders listed on Schedule II other than Buck Holdings, L.P. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Attorney-In-Fact [Signature Page to Underwriting Agreement] Accepted The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays KKR Capital Inc. Xxxxx & Company Markets LLC By: Citigroup Global Markets Inc. Credit Suisse Securities (USA) By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: XXXXXXX, SACHS & CO. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President By: KKR Capital Markets LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 10,000,000 Xxxxxxx, Xxxxx & Co. 10,000,000 KKR Capital Markets LLC By10,000,000 Total 30,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package: NameNone SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxx X. Xxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2013 Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. KKR Capital Markets LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Title: SCHEDULE I Selling Stockholder Number This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Dollar General Corporation, a Tennessee corporation (the “Company”), and each of Firm Shares To Be Sold Number you as representatives of Additional Shares To a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be Sold Xxxx Xxxxxxxxxx(1expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards or restricted stock units in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards or restricted stock units; or (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC if the undersigned or the recipient is required to, or intends to voluntarily, file a report under Section 16 of the Exchange Act, reporting a reduction in beneficial ownership of Common Stock during the 60-day period referred to above. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote than a first cousin. [Notwithstanding anything herein to the contrary, (i) the undersigned and its affiliates (including, to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates, Citigroup Global Markets Inc. and its affiliates and KKR Capital Markets LLC and its affiliates) may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business and (ii) to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates and Citigroup Global Markets Inc. and its affiliates may engage in brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.](2) [NAMES OF SELLING STOCKHOLDERS] Total:Notwithstanding anything herein to the contrary, to the extent KKR Capital Markets LLC or its affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, KKR Capital Markets LLC and its affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](3) [Notwithstanding anything herein to the contrary, to the extent Xxxxxxx, Xxxxx & Co., Spear, Leeds & Xxxxxxx LLC or their respective affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](4) If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly,

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKNational Vision Holdings, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Senior Vice President, General Counsel and Secretary Very truly yours, On behalf of the Management Selling Stockholder named in Schedule I hereto Stockholders: By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: /s/ Xxxxxxxx Xxxxxxx As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Name: Xxxxxxxx Xxxxxxx Very truly yours, KKR VISION AGGREGATOR L.P. By: KKR Vision Aggregator GP LLC, its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Very truly yours, BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its general partner By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS III LLC By: By: /s/ D. Xxxxxxxx Xxxxxx Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof first above written. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx X. Xxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxx, Xx. Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Raffael Fiumura Title: Vice President By: Xxxxxxxxx LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,419,990 Citigroup Global Markets Inc. 2,419,990 Xxxxxxx Sachs & Co. LLC 2,419,990 KKR Capital Markets LLC 2,419,990 Xxxxxxxxx LLC 794,623 Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx 782,704 UBS Securities LLC Xxxxxxx782,704 Xxxxx Fargo Securities, LLC 782,704 Barclays Capital Inc. 577,907 Guggenheim Securities, LLC 397,191 Mizuho Securities USA LLC 397,191 Macquarie Capital (USA) Inc. 252,714 Total 14,447,698 SCHEDULE I(B) Selling Stockholders Number of Shares to be Sold KKR Vision Aggregator L.P. 11,452,321 Berkshire Fund VI, Limited Partnership 2,633,406 Berkshire Investors LLC 34,215 Berkshire Investors III LLC 13,936 L. Xxxxx & Co. Xxxx 150,000 Xxxxxxx XxxxxX. Xxxxx 51,874 Xxxxxxxx Xxxxxxx 56,848 Xxxx Xxxxxx 40,859 Xxxx Xxxxxx 14,239 Total 14,447,698 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package · None Additional Documents Incorporated by Reference (other than any portions thereof, Xxxxxxwhich under the Exchange Act and applicable SEC rules, are not deemed “filed”) · The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 filed March 8, 2018 · The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed May 15, 2018 · The Company’s Current Reports on Form 8-K filed on January 23, 2018, March 19, 2018 and June 7, 2018 · The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed on October 24, 2017, including any amendments or reports filed for the purposes of updating such description Pricing information provided orally by Underwriters · Number of Underwritten Securities: 14,447,698 shares of Common Stock · Number of Option Securities: 2,167,154 shares of Common Stock · Price: $39.75 per share SCHEDULE III Significant Subsidiaries of the Company National Vision, Inc. Nautilus Acquisition Holdings, Inc. Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of National Vision Holdings, Inc.] National Vision Holdings, Inc. Public Offering of Common Stock [ ● ], 2018 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx Sachs & Co. LLC ByXxxxxxxxx LLC As Representatives of the several Underwriters, c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Name: Title: SCHEDULE I This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among National Vision Holdings, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholder Number Stockholders”) and each of Firm Shares To Be Sold Number you as representatives of Additional Shares To a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of any two of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Xxxxxxx Sachs & Co. LLC offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be Sold Xxxx Xxxxxxxxxx(1expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) [NAMES OF SELLING STOCKHOLDERS] Totalby the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 60 days after the date of the Underwriting Agreement. The foregoing restrictions shall not apply:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholders and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto Chairman & Chief Executive Officer Buck Holdings, L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally LLC, its General Partner By: /s/ Xxx Xxxxxxx Name: As AttorneyXxx Xxxxxxx Title: Vice President Xxxxxxxxx Xxxxxxxx, as attorney-in-fact for the Selling Stockholders listed on Schedule II other than Buck Holdings, L.P. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Attorney-In-Fact [Signature Page to Underwriting Agreement] Accepted The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. KKR Capital Markets LLC By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxx XxxxxName: Xxxx Xxxxxxx Title: Director By: Xxxxxxx, XxxxxxSachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) By: KKR Capital Markets LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 5,500,000 Xxxxxxx, Xxxxx & Co. 5,500,000 KKR Capital Markets LLC 5,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,500,000 X.X. Xxxxxx Securities LLC 2,500,000 Barclays Capital Inc. 1,250,000 Xxxxxxx X. Xxxxxxxxx & Co., LLC 500,000 China International Capital Corporation Hong Kong Securities Limited 500,000 Deutsche Bank Securities Inc. 500,000 HSBC Securities (USA) Inc. 250,000 Total 25,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package: None. SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx & Company LLC Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, III Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2011 Citigroup Global Markets Inc. Credit Suisse Xxxxxxx, Sachs & Co. KKR Capital Markets LLC Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (USA) LLC Deutsche Bank Securities Inc. RBC Capital Marketsthe “Underwriting Agreement”), LLC Xxxxx Fargo Securitiesbetween Dollar General Corporation, LLC Acting severally on behalf a Tennessee corporation (the “Company”), and each of themselves you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the several other Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 75 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards or restricted stock units in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards or restricted stock units; or (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC By: Name: Title: SCHEDULE I Selling Stockholder Number if the undersigned or the recipient is required to, or intends to voluntarily, file a report under Section 16 of Firm Shares To Be Sold Number the Exchange Act, reporting a reduction in beneficial ownership of Additional Shares To be Sold Xxxx Xxxxxxxxxx(1Common Stock during the 75-day period referred to above. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote than a first cousin. [Notwithstanding anything herein to the contrary, (i) the undersigned and its affiliates (including, to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates, Citigroup Global Markets Inc. and its affiliates and KKR Capital Markets LLC and its affiliates) may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business and (ii) to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates and Citigroup Global Markets Inc. and its affiliates may engage in brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.](2) [NAMES OF SELLING STOCKHOLDERS] Total:Notwithstanding anything herein to the contrary, to the extent KKR Capital Markets LLC or its affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, KKR Capital Markets LLC and its affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](3) [Notwithstanding anything herein to the contrary, to the extent Xxxxxxx, Xxxxx & Co., Spear, Leeds & Xxxxxxx LLC or their respective affiliates are deemed to be an affiliate of the undersigned or in privity with the undersigned or any affiliate of the undersigned, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management, brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.; provided further that this sentence shall have no application to Common Stock held by the undersigned in his individual capacity during the lock-up period.](4)

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares being sold to such Underwriter shall not include any shares of Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock attributable to such client being intended by such Selling Stockholder to be allocated solely to Underwriters not affiliated with such client). [Remainder of page intentionally left blank.] Very truly yours, FACEBOOK, INC. By: Name: Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto By: Xxxx Xxxxxxxxxx [Signature Page to Underwriting Agreement] The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx XxxxxLynch, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE I Selling Stockholder Number of Firm Shares To Be Sold Number of Additional Shares To be Sold Xxxx Xxxxxxxxxx(1) [NAMES OF SELLING STOCKHOLDERS] Total:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKAcademy Sports and Outdoors, INC. Inc. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President, General Counsel and Secretary Very truly yours, On behalf of the Xxxxxxx Selling Stockholders: By: /s/ Xxxx X. Xxxxxxx As Attorney-in-Fact Name: Xxxx X. Xxxxxxx [Signature Page to Underwriting Agreement] Very truly yours, ALLSTAR LLC By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President, Finance ALLSTAR CO-INVEST BLOCKER L.P. By: Allstar Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President, Finance KKR 2006 ALLSTAR BLOCKER L.P. By: KKR 2006 AIV GP LLC, its general partner By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President, Finance [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. first above written. Credit Suisse Securities (USA) LLC Deutsche Bank X.X. Xxxxxx Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, By: Credit Suisse Securities (USA) LLC Acting severally on behalf of By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director For themselves and the other several Underwriters named in Schedule II hereto By: I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Underwritten Securities to be Purchased Number of Option Securities to be Purchased Credit Suisse Securities (USA) LLC 4,200,000 630,000 X.X. Xxxxxx Securities LLC 2,800,000 420,000 KKR Capital Markets LLC 2,940,000 441,000 BofA Securities, Inc. 1,960,000 294,000 Evercore Group L.L.C. 280,000 42,000 Guggenheim Securities, LLC 280,000 42,000 UBS Securities LLC 280,000 42,000 Xxxxx Fargo Securities LLC 280,000 42,000 Xxxxxxxx Inc. 140,000 21,000 Loop Capital Markets LLC 140,000 21,000 CastleOak Securities, L.P. 140,000 21,000 Xxxxxxxx Van, LLC 140,000 21,000 Xxxxxxx Capital Markets 140,000 21,000 Xxxxxxx & Co. Co., LLC By: Name: Title: 140,000 21,000 Telsey Advisory Group LLC 140,000 21,000 Total 14,000,000 2,100,000 SCHEDULE I I(B) Selling Stockholder Stockholders Number of Firm Underwritten Shares To Be to be Sold Number of Additional Option Shares To to be Sold Allstar LLC 5,081,954 970,191 Allstar Co-Invest Blocker L.P. 3,935,052 751,237 KKR 2006 Allstar Blocker L.P. 1,982,994 378,572 MSI 2011 LLC 1,867,707 0 MG Family Limited Partnership 1,132,293 0 Total 14,000,000 2,100,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package • None. Pricing information provided orally by Underwriters • Number of Underwritten Securities: 14,000,000 shares of Common Stock • Number of Option Securities: 2,100,000 shares of Common Stock • Price: $32.00 per share • The number of Repurchase Securities is 3,229,974 shares of Common Stock to be purchased at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders. SCHEDULE III Significant Subsidiaries of the Company ACADEMY, LTD Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of ACADEMY SPORTS AND OUTDOORS, INC.] Academy Sports and Outdoors, Inc. Public Offering of Common Stock [●], 2021 Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 c/o X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx(100000 Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholders”) and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 45 days after the date of the Underwriting Agreement (the “lock-up period”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Underwriting Agreement. The foregoing restrictions shall not apply: (i) to the sale of the undersigned’s Shares pursuant to the Underwriting Agreement, as applicable; (ii) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member; (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned; (iv) if the undersigned is a trust, to transfers to the beneficiary of such trust; (v) to transfers to any investment fund or other entity that controls or manages, or is controlled or managed by, or is under common control or management with, the undersigned; (vi) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) through (v); (vii) to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Shares or the vesting of any restricted stock awards or the settlement of any restricted stock units granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, where any Shares received by the undersigned upon any such exercise, vesting or settlement will be subject to the terms of this lock-up agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any restricted stock awards or the settlement of any restricted stock units granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such exercise, vesting or settlement will be subject to the terms of this lock-up agreement; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares was solely to the Company; Provided, further, that: A. in the case of any transfer or distribution pursuant to clauses (ii) through (vi) above, it shall be a condition to such transfer that each transferee executes and delivers to Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC an agreement in form and substance satisfactory to Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this Letter Agreement and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities restricted under this Letter Agreement except in accordance with this Letter Agreement (as if such transferee had been an original signatory hereto); and B. in the case of any transfer or distribution pursuant to clauses (ii) through (vi), (x) and (xiii) above, prior to the expiration of the lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those required pursuant to Section 13), or other public announcement reporting a reduction in beneficial ownership of Shares shall be required or shall be made voluntarily in connection with such transfer or distribution. Notwithstanding anything to the contrary in this agreement, the restrictions set forth in this Letter Agreement shall not apply to the exercise of any right with respect to a registration of any Shares or Related Securities; provided that no transfer of the undersigned’s Shares or Related Securities proposed to be registered pursuant to the exercise of such rights under this paragraph shall occur, and no registration statement shall be publicly filed or announced, during the lock-up period. In addition, the undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares or Related Securities except in compliance with the foregoing restrictions. For the avoidance of doubt, if the undersigned is a director or officer of the Company nothing in this lock-up agreement shall prevent such director or officer from discharging his or her fiduciary obligations owed to the Company during the lock-up period. The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date, the agreement set forth above shall likewise be terminated. Yours very truly, [NAMES OF SELLING STOCKHOLDERSSignature of officer, director or stockholder] Total:[Name and address of officer, director or stockholder] List of Lock-Up Parties EXHIBIT A-1 Form of Waiver of Lock-Up ADDENDUM Academy Sports and Outdoors, Inc. Public Offering of Common Stock [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”) of [●] shares of Common Stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [●], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 20[●], with respect to [●] shares of Common Stock (the “Shares”). Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC cc: Company Form of STB Opinion and Negative Assurance Letter EXHIBIT B [See Attached] Form of General Counsel Opinion EXHIBIT C

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKAcademy Sports and Outdoors, INC. Inc. By: Name: Title: [Signature Page to Underwriting Agreement] The Founding Very truly yours, On behalf of the Management Selling Stockholder named in Schedule I hereto and the Xxxxxxx Selling Stockholders: By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting AgreementName: [ 🌑 ] Accepted Very truly yours, ALLSTAR LLC By: Name: Title: ALLSTAR CO-INVEST BLOCKER L.P. By: Allstar Co-Invest GP LLC, its general partner By: Name: Title: KKR 2006 ALLSTAR BLOCKER L.P. By: KKR 2006 AIV GP LLC, its general partner By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. first above written. Credit Suisse Securities (USA) LLC Deutsche Bank X.X. Xxxxxx Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC By: Name: Title: By: X.X. Xxxxxx Securities LLC By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Selling Stockholder I(A) Underwriters Number of Firm Shares To Be Sold Underwritten Securities to be Purchased Credit Suisse Securities (USA) LLC [ 🌑 ] X.X. Xxxxxx Securities LLC [ 🌑 ] KKR Capital Markets LLC [ 🌑 ] [ 🌑 ] Total [ 🌑 ] SCHEDULE I(B) Selling Stockholders Number of Additional Shares To to be Sold Allstar LLC [ 🌑 ] Allstar Co-Invest Blocker L.P. [ 🌑 ] KKR 2006 Allstar Blocker L.P. [ 🌑 ] MSI 2011 LLC [ 🌑 ] MG Family Limited Partnership [ 🌑 ] Xxxxxxxx Xxxxxxxxx [ 🌑 ] Total [ 🌑 ] SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package • None. Pricing information provided orally by Underwriters • Number of Underwritten Securities: [ 🌑 ] shares of Common Stock • Number of Option Securities: [ 🌑 ] shares of Common Stock • Price: $[ 🌑 ] per share SCHEDULE III Significant Subsidiaries of the Company ACADEMY, LTD Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of ACADEMY SPORTS AND OUTDOORS, INC.] Academy Sports and Outdoors, Inc. Public Offering of Common Stock [ 🌑 ], 2021 Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 c/o X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx(100000 Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), the selling stockholders named on Schedule I(B) thereto (collectively, the “Selling Stockholders”) and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until [NAMES OF SELLING STOCKHOLDERS] Total90]1 days after the date of the Underwriting Agreement (the “lock-up period”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Underwriting Agreement. The foregoing restrictions shall not apply:

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, FACEBOOKNational Vision Holdings, INC. Inc. By: Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel and Secretary Very truly yours, On behalf of the Management Selling Stockholders: By: As Attorney-in-Fact Name: Very truly yours, KKR VISION AGGREGATOR L.P. By: KKR Vision Aggregator GP LLC, its general partner By: Name: Xxxx Xxxxxx Title: Vice President Very truly yours, BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its general partner By: Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS LLC By: By: Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor BERKSHIRE INVESTORS III LLC By: By: Name: D. Xxxxxxxx Xxxxxx Title: Senior Advisor [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I hereto, acting severally By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC XxxxxxxLynch, Xxxxx & Co. Xxxxxxx Xxxxx, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) Xxxxxxx Sachs & Co. LLC Deutsche Bank Securities Inc. RBC Capital Markets, Xxxxxxxxx LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: By: Xxxxxxx Sachs & Co. LLC By: Name: Title: By: Xxxxxxxxx LLC By: Name: Title: For themselves and the other several Underwriters named in Schedule I(A) to the foregoing Agreement. SCHEDULE I Selling Stockholder I(A) Underwriters Number of Firm Shares To Be Sold Underwritten Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ● ] Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC KKR Capital Markets LLC [ ● ] Total [ ● ] SCHEDULE I(B) Selling Stockholders Number of Additional Shares To to be Sold KKR Vision Aggregator L.P. Berkshire Fund VI, Limited Partnership Berkshire Investors LLC Berkshire Investors III LLC Xxxx Xxxxxxxxxx(1) [NAMES OF SELLING STOCKHOLDERS] Total:Xxxxxx

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a an advisory client who has a direct or indirect interest in the Shares being sold by a Selling StockholderSecurities, it is the intention of such Selling Stockholder that the Shares Securities being sold to such Underwriter shall not include any shares of Stock Securities attributable to such client (with any such shares Securities instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (and, if there is any unsold allotment in the offering at the Closing Date, such unsold allotment in respect of shares of Stock Securities attributable to such client being intended by such Selling Stockholder to shall be allocated solely to Underwriters not affiliated with such client). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Selling Stockholder and the several Underwriters. Very truly yours, FACEBOOKXxxxxxx Denver Holdings, INC. Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: [Signature Page to Underwriting AgreementVice President, General Counsel, Chief Compliance Officer and Secretary] The Founding Selling Stockholder named in Schedule I hereto Very truly yours, KKR RENAISSANCE AGGREGATOR L.P. By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoKKR Renaissance Aggregator GP LLC, acting severally its general partner By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Xxxxxxx X. Xxxxxxxxxx Title: Vice President 32 The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx, By: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Xxxxx & Company LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of Xxxx Name: Xxxxxxx Xxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule II hereto By: Xxxxxx I(A) to the foregoing Agreement. SCHEDULE I(A) Underwriters Number of Securities to be Purchased Xxxxxxx Sachs & Co. LLC By: Name: Title: 20,000,000 34 SCHEDULE I I(B) Selling Stockholder Number of Firm Shares To Be to be Sold KKR Renaissance Aggregator L.P. 20,000,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package ● None Additional Documents Incorporated by Reference ● Xxxxxxx Denver’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed February 16, 2018, including those portions of its definitive proxy statement on Schedule 14A filed on March 27, 2018, in connection with its 2018 annual meeting of shareholders that are incorporated by reference therein; ● Xxxxxxx Denver’s Current Reports on Form 8-K filed on January 8, 2018 (Item 5.02 only), February 13, 2018 (Item 5.02 only), May 7, 2018 ,May 15, 2018 and September 14, 2018 ● the description of Xxxxxxx Denver’s common stock contained in the Registration Statement on Form 8-A filed on May 12, 2017, including any amendments or reports filed for the purposes of updating such description ● Xxxxxxx Denver’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 (together, the “Quarterly Reports”) filed April 27, 2018, August 3, 2018 and October 29, 2018 respectively Pricing information provided orally by Underwriters ● Number of Additional Shares Securities: 20,000,000 shares of Common Stock ● Price: $25.66 per share SCHEDULE III Significant Subsidiaries of the Company ● Xxxxxxx Denver, Inc. ● Petroleum Pumps, LLC. ● GD International, Inc. ● GD Global Holdings CV ● GD Global Holdings UK II Ltd ● GD Global Holdings I Sarl (Lux) ● GD Global Holdings II Sarl (Lux) ● Xxxxxxx Denver Deutschland GmbH ● Xxxxxx Industries Inc. ● Xxxxxxx Denver Xxxxxx, Inc. 37 Form of Lock-Up Agreement EXHIBIT A [Letterhead of officer, director or major shareholder of Xxxxxxx Denver Holdings, Inc.] Xxxxxxx Denver Holdings, Inc. Public Offering of Common Stock [ ● ], 2018 [ ● ] [ ● ] As Representatives of the several Underwriters, c/o [ ● ] [ ● ] [ ● ] c/o [ ● ] [ ● ] [ ● ] Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Xxxxxxx Denver Holdings, Inc., a Delaware corporation (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering by the shareholders named in Schedule I(A) of the Underwriting Agreement of common stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent [ ● ] , offer, sell, contract to sell, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until [90 days]1 after the date of the Underwriting Agreement. 1 To be Sold confirmed. The foregoing restrictions shall not apply: (i) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member; (ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned; (iii) if the undersigned is a trust, to transfers to the beneficiary of such trust; (iv) to transfers to any investment fund or other entity controlled or managed by the undersigned; (v) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv); (vi) to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, where any Shares received by the undersigned upon any such exercise will be subject to the terms of this lock-up agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such exercise or vesting will be subject to the terms of this lock-up agreement; provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares was solely to the Company; (vii) to transfers pursuant to an order of a court or regulatory agency (for purposes of this Letter Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, that such transfer is pursuant to an order of a court or regulatory agency; 2 NTD: Lock-up provision solely for the lock-up agreement KKR Aggregator L.P. signs. 3 NTD: Lock-up provision solely for the lock-up agreement Xxxxx Xxxxxxx signs. Provided, further, that: A. in the case of any transfer or distribution pursuant to clauses (i) through (v) above, it shall be a condition to such transfer that each transferee executes and delivers to [ ● ] an agreement in form and substance satisfactory to [ ● ] stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); B. in the case of any transfer or distribution pursuant to clauses (i) through (v), (ix) and (xii) above, prior to the expiration of the lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those required pursuant to Section 13), or other public announcement reporting a reduction in beneficial ownership of Shares shall be required or shall be made voluntarily in connection with such transfer or distribution. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Offering. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or stockholder] [Name and address of officer, director or stockholder] KKR Renaissance Aggregator L.P. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxxxxxx(1Xxxxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxxx ADDENDUM Form of Waiver Lock-up Xxxxxxx Denver Holdings, Inc. Public Offering of Common Stock [●], 20[●] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Xxxxxxx Denver Holdings, Inc. (the “Company”) of [NAMES OF SELLING STOCKHOLDERS●] Total:shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [●], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 20[●], with respect to [●] shares of Common Stock (the “Shares”). [●] hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●], 20[●].] Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [●] [●] cc: Company EXHIBIT B Form of STB Opinion as Counsel for the Company and the Selling Stockholders EXHIBIT B-1 Form of STB Negative Assurance Letter as Counsel for the Company and Selling Stockholder EXHIBIT C

Allocation of Selling Stockholder Shares. Without limiting the applicability of Section 5 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Shares Underwritten Securities being sold by a Selling Stockholder, it is the intention of such Selling Stockholder that the Shares Underwritten Securities being sold to such Underwriter shall not include any shares of Common Stock attributable to such client (with any such shares instead being intended by such Selling Stockholder to be allocated and sold to the other Underwriters) and that and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client (andclient. If the foregoing is in accordance with your understanding of our agreement, if there is any unsold allotment in please sign and return to us the offering at enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Closing DateCompany, such unsold allotment in respect of shares of Stock attributable to such client being intended by such the Selling Stockholder to be allocated solely to Underwriters not affiliated with such client)Stockholder(s) and the several Underwriters. Very truly yours, FACEBOOK, INC. Dollar General Corporation By: Name: Title: [Signature Page to Underwriting Agreement] The Founding Selling Stockholder named in Schedule I hereto By: Xxxx Xxxxxxxxxx The Selling Stockholders named in Schedule I heretoBuck Holdings, acting severally L.P. By: Name: As Attorney-in-Fact [Signature Page to Underwriting Agreement] Accepted Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Barclays KKR Capital Inc. Xxxxx & Company Markets LLC By: Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx Name: Title: By: Xxxxxxx, Sachs & Co. By: (Xxxxxxx, Xxxxx & Co.) By: KKR Capital Markets LLC By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. X.X. Xxxxxx Securities Inc. By: X.X. Xxxxxx Securities Inc. By: Name: Title: As qualified independent underwriter. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. KKR Capital Markets LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. Barclays Capital Inc. Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Total SCHEDULE II Selling Stockholders: Number of Underwritten Securities to be Sold Maximum Number of Option Securities to be Sold Counsel to Selling Stockholder Number [name] [address, fax no.] [name] [address, fax no.] Total SCHEDULE III Schedule of Firm Shares Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE IV Xxx Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, III Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx [Form of Lock-Up Agreement] EXHIBIT A Dollar General Corporation Public Offering of Common Stock , 2009 Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. KKR Capital Markets LLC Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o KKR Capital Markets LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Dollar General Corporation, a Tennessee corporation (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Common Stock”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC. The foregoing sentence shall not apply to transactions relating to (a) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) if the undersigned is an individual, (A) to an immediate family member or a trust formed for the benefit of an immediate family member or (B) by bona fide gift, will or intestacy, (ii) if the undersigned is a corporation, partnership or other business entity (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (B) any distribution or dividend to equity holders of the undersigned as part of a distribution or dividend by the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (iii) if the undersigned is a trust, to a grantor or beneficiary of the trust; (b) the exercise of options to purchase shares of Common Stock or the receipt of shares of Common Stock upon the vesting of restricted stock awards in each case pursuant to employee benefit plans disclosed in the Prospectus and the related transfer of shares of Common Stock to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards; or (c) transfers of Common Stock to the Company pursuant to the call provisions of existing employment agreements and equity grant documents; provided that in the case of any transfer or distribution pursuant to clause (a), each donee, heir, beneficiary or other transferee or distributee shall sign and deliver a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), that the undersigned provides at least two business days’ prior written notice to each of Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and KKR Capital Markets LLC if the undersigned or the recipient is required to, or intends to voluntarily, file a report under Section 16 of the Exchange Act, reporting a reduction in beneficial ownership of Common Stock during the 180-day period referred to above. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote than a first cousin. To Be Sold Number the extent that NASD Conduct Rule 2711(f)(4) of Additional Shares To the Financial Industry Regulatory Authority, Inc. (“FINRA”) or Rule 472(f)(4) of the New York Stock Exchange remains in effect or a successor rule or regulation of FINRA or the New York Stock Exchange would otherwise restrict any Underwriter from publishing or otherwise distributing a research report or making a public appearance concerning the Company in connection with the expiration of the 180-day restricted period (without giving effect to any exception thereof), if (i) the Company issues an earnings release or announces material news or a material event, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 15-day period following the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event, unless each of Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. and KKR Capital Markets LLC waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the lock-up period and agrees that any such notice properly delivered will be Sold Xxxx Xxxxxxxxxx(1deemed to have given to, and received by, the undersigned. Notwithstanding anything contained herein to the contrary, to the extent that (i) at any time subsequent to the execution of this Lock-up Agreement the undersigned is not required to make any filings under Section 16 or Sections 13(d) or (g) of the Exchange Act with respect to any shares of Common Stock, and (ii) the undersigned has entered into or will enter into an agreement similar to this Lock-up Agreement (a) in connection with a bona fide issuer directed share program relating to the underwritten public offering of Common Stock (a “DSP Program”) with respect to any shares of Common Stock to be purchased by the undersigned in such DSP Program (the “DSP Shares”) and (b) with any administrator of such DSP Program, the terms of such other similar lock-up agreement and not of this Lock-up Agreement shall govern the undersigned’s rights with respect to such DSP Shares. [NAMES OF SELLING STOCKHOLDERS] Total:Notwithstanding anything herein to the contrary, (i) the undersigned and its affiliates (including, to the extent applicable, Xxxxxxx, Xxxxx & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates, Citigroup Global Markets Inc. and its affiliates and KKR Capital Markets LLC and its affiliates) may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business and (ii) to the extent applicable, Xxxxxxx, Sachs & Co., Spear, Leeds & Xxxxxxx LLC and their respective affiliates and Citigroup Global Markets Inc. and its affiliates may engage in brokerage, anti-raid advisory, merger advisory, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however, that this sentence shall have no application with respect to Common Stock held by Buck Holdings, L.P. at the time of the completion of the underwritten public offering referred to above, whether or not such Common Stock is subsequently held by Buck Holdings, L.P. or is transferred, sold or otherwise not held by Buck Holdings, L.P.](2)