0001107049-01-500591 Sample Contracts

REGISTRATION RIGHTS AGREEMENT By and Among NATIONAL VISION, INC. and THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF Dated as of May 31, 2001 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2001 • National Vision Inc • Retail-retail stores, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT ("this Agreement"), dated as of May 31, 2001, by and among National Vision, Inc. (f/k/a Vista Eyecare, Inc.), a Georgia corporation (the "Company"), the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined) who are parties to this Agreement and the Additional Holders (as hereinafter defined) who subsequently become party to this Agreement.

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2001 • National Vision Inc • Retail-retail stores, nec • New York

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 7th day of August, 2001, by and among NATIONAL VISION, INC., a Georgia corporation ("NVI" or the "Company") and the Holders (as defined in the Registration Rights Agreement, dated as of May 31, 2001, (the "Agreement") by and among the Company, the Holders of Registrable Securities who are parties to the Agreement and the Additional Holders who subsequently become party to the Agreement) to amend the terms of the Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Agreement.

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